Common use of Commission Reporting Clause in Contracts

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document (other than with respect to the execution of any Forms 10-K) on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T R (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U S (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 T-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document (other than with respect to the execution of any Forms 10-K) on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 V-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 Within 10 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a distribution report on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date as an exhibit theretoDate. Prior Any disclosure in addition to March 31st of the calendar year following monthly statement required to be included on the calendar year during which the Closing Date occurs Form 10-D (or such earlier date as may “Additional Form 10-D Disclosure”) shall be required determined and prepared by the Exchange Act entity that is indicated in Exhibit B as the responsible party for providing that information, and the rules and regulations of the Commission), the Trust Administrator shall file a will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s D Disclosure and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports Form 10-D resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting in a timely manner from its own negligence or willful misconduct. The the party responsible for delivery of such Additional Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitizationD Disclosure. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 Within 5 calendar days before after the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission related Distribution Date (or, or if such day is not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator shall sign a certification in and the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officersDepositor, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions extent known, clearly identifying which item of Sections 10.01 and 10.02 hereofForm 10-D the information relates to, indemnify and hold harmless the Depositor and each Personany Additional Form 10-D Disclosure, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the otherapplicable. The Trust Administrator acknowledges that shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor is relying on for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission’s Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.19 and the accountant’s report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositorform attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant’s annual report on attached as an exhibit to the Form 10-K K). The Trustee’s certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 V-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (a“XXXXX”), a Form 8-K with a copy of the statement to be furnished to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) The March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trust Administrator, each Servicer in its capacity as trust administrator hereunder, shall execute and file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer shall reasonably cooperate with Certification, the Depositor in connection with the Trustannual independent accountant’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf servicing report and annual statement of the Depositor any Forms 8-K and 10-K customary for similar securities as required compliance to be delivered by the Exchange Act Master Servicer pursuant to Sections 3.20 and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by Trust Fund. The Depositor agrees to promptly furnish to the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 , from time to time upon request, such further information, reports and financial statements within its control related to this Agreement or the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, Mortgage Loans as the Trust Administrator shall or the Master Servicer reasonably deems appropriate to prepare and file an amended Form 10-K including such documents as exhibits promptly after they are delivered to all necessary reports with the Commission. Neither the Trust Administrator. The Trust Administrator nor the Master Servicer shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or4.06; provided, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositorhowever, the Trust Administrator and each Person, if any, who “controls” the Master Servicer will cooperate with the Depositor or in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Fees and expenses incurred by the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of or the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to in connection with this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer 4.06 shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and not be reimbursable from the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13Fund.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Securities and Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30 of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Servicer and each Person, if any, who “controls” the Depositor and the Servicer within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not i)Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 V-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator As set forth below, the Trustee shall prepare on behalf of the Depositor any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder. (b) Each The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Servicer shall have timely notified the Trustee of an item applicable to it reportable on a Form 8-K (unless such item is specific to the Trustee, in which case the Trustee will be deemed to have notice) and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, signatures, data, and exhibits required to be provided or filed with such Form 8-K. Any disclosure required to be included on the Form 8-K (“Additional Form 8-K Disclosure”) shall be filed determined and prepared by the Trust Administrator within Trustee provided the entity indicated in Exhibit M as the responsible party for providing that information notifies the Trustee in writing thereof no later than two Business Day prior to the filing deadline for such Form 8-K, and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 8-K resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 8-K Disclosure (unless the Trustee was the responsible party for providing such information). (c) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), and the Depositor shall sign, a Form 10-D that includes (i) a copy of the statement to the Certificateholders for such Distribution Date (the “Distribution Date Statement”)prepared by the Trustee pursuant to Section 4.02, (ii) such other information provided to the Trustee by the Servicer, as an exhibit theretois required by Form 10-D, including, but not limited to, the Servicer Form 10-D Information and (iii) such other information provided to the Trustee by the Depositor as is required by Item 7 of Form 10-D; provided that such information is provided to the Trustee no later than the first Business Day immediately following the related Distribution Date. Any disclosure in addition to the Distribution Date Statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the Trustee provided the entity indicated in Exhibit M as the responsible party for providing that information notifies the Trustee in writing thereof within 5 calendar days after each Distribution Date, and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure (unless the Trustee was the responsible party for providing such information). (d) Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission) (the “Form 10-K Filing Deadline”), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. To facilitate the Trustee’s preparation of the Form 10-K, the Trustee shall provide to the Depositor its proposed Form 10-K template no later than forty-five (45) days prior to the Form 10-K Filing Deadline and the Depositor shall review such template and provide to the Trustee, no later than thirty (30) days prior to the Form 10-K Filing Deadline, any comments to such Form 10-K template. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under required to be delivered pursuant to Section 3.16 3.20 and the accountanteach Accountant’s report described under Attestation and Assessment of Compliance required to be furnished pursuant to Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee (or the Depositor, in the case of the Trustee’s Assessment of Compliance) and such other information as is required by Regulation AB. Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and provided to the Trustee by the entity that is indicated in Exhibit M as the responsible party for providing that information, if other than the Trustee, in an XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format), in each case no later than March 15 of each year. If they such documents are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. Not later than 5 Business Days before the date on which the Depositor’s Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Depositor will deliver to the Trustee a form of the Depositor Certification. The Trust Administrator Depositor shall subsequently deliver to the Trustee the executed Depositor Certification no later than the date on which the Form 10-K is required to be filed. The Trustee shall have no responsibility to file any items other than those specified in this Section 10.134.06; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under Regulation AB. The Trustee shall not be responsible for determining what information is required to be filed on a Form 10-K in connection with the transactions contemplated by this Agreement and shall not be liable for any late filing of a Form 10-K or for the expenses of filing an amendment to a Form 10-K in the event that it does not receive the documents required to be delivered to it in accordance with Section 3.20, Section 3.21 or this Section 4.06 or an executed copy of the Form 10-K from the Depositor later than the times set forth herein. (ce) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and Depositor, the Servicer, each Person, if any, who that “controls” the Depositor or the Servicer within the meaning of the 1933 Securities Act and its their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(e) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b4.06 (b) above. (d) (if) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission Commissions (or, if such day is not a Business Day, the immediately preceding Business Day), ) the Master Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year year, substantially in substantially the form of attached hereto as Exhibit W-1 to this AgreementJ (the “Servicer Certification”). The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and Trustee, each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Securities Act and their respective officers officers, directors and directors affiliates from and against any and all losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06 (f), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i4.06 (f). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06 (f) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator the Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (g) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (h) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (i) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust. (j) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Trustee will immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and the Servicer and such parties will cooperate to prepare any necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer of the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 11.05 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Trustee shall not have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderthereunder (which shall not include the Form 8-K filed in connection with the filing of this Agreement), and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee (other than the Trustee’s annual statement of compliance). If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Servicer and each Person, if any, who “controls” the Depositor and the Servicer within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust

Commission Reporting. (a) The Trust AdministratorUnless and until a Form 15 Suspension Notice shall have been filed, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderTrustee shall, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution DateDate and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a Distribution Report on Form 10-D (the “Distribution Report”) with a copy of the statement Monthly Statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and, if applicable, including the information required by each of the items set forth in Part II thereof, subject to the receipt of the information set forth in (f) below, in the case of information not required to be provided by the Trustee. (b) Except with respect to the Distribution Report to be filed following the first Distribution Date, the Trustee shall prepare each Distribution Report and, no later than 5 Business Days prior to the date on which such Distribution Report is required to be filed, deliver a copy of such Distribution Report to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to made to the Distribution Report. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Distribution Report to the Depositor for signature no later than three Business Days prior to the date on which such Distribution Report must be filed by the Trustee in accordance with clause (a) above. The Depositor shall execute the final Distribution Report and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or facsimile no later than the Business Day following receipt of the same (which, unless not received within such time frame from the Trustee, shall be no later than two Business Days prior to the date on which the Distribution Report is required to be filed), with an original executed hard copy to follow by overnight mail. With respect to the Distribution Report to be filed following the first Distribution Date, the Depositor shall prepare and execute such Distribution Report and, no later than 5 Business Days prior to the date on which such Distribution Report is required to be filed, deliver a copy of such Distribution Report to the Trustee. The Trustee shall attach thereto the Monthly Statement furnished by the Trustee to the Certificateholders for such Distribution Date and file such Distribution Report in accordance with clause (a) above. (c) The Depositor shall prepare and file Current Reports on Form 8-K, as and when required. (d) Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund. (e) Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, the Servicer shall provide the Trustee with an exhibit theretoAnnual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.17 and 3.18. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission)thereafter, the Trust Administrator shall Trustee shall, subject to subsection (f) below, file a Form 10-K, with respect to the Trust Fund. The Trustee shall prepare each Form 10-K and, no later than 5 Business Days prior to the date on which such Form 10-K is required to be filed, deliver a copy of such Form 10-K to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to made to the Form 10-K. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-K to the Depositor for signature no later than three Business Days prior to the date on which such Form 10-K must be filed by the Trustee in substance as accordance with this clause (e). The Depositor shall execute the final Form 10-K and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or facsimile no later than Business Day following receipt of the same (which, unless not received within such time frame from the Trustee, shall be no later than two Business Days prior to the date on which the From 10-K is required to be filed), with an original executed hard copy to follow by applicable law or applicable Commission staff’s interpretationsovernight mail. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer’s annual statement of compliance described under Section 3.16 Servicer pursuant to Sections 3.17 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include 3.18 and a certification in the form attached hereto as Exhibit T O-1 (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (cf) Not later than 15 calendar days before the date on which the Depositor’s annual report on As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's or Depositor’s obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit S as the responsible party for providing that information, if other than the Trustee or the Depositor, as applicable, as and when required as described above. Each of the Trustee, the Servicer and the Depositor, as applicable, hereby agree to notify and provide to the Trustee and the Depositor all information that is required to be filed included in accordance any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit S as the Exchange Act responsible party for providing that information. In the case of information to be included in the From 10-D, such information shall be delivered to the Trustee no later than no later than 5 calendar days following each Distribution Date. In the case of information to be included in the Form 8-K, such information shall be delivered to the Depositor no later than no later 2 Business Days following the occurrence of a reportable event. In the case of information to be included in the From 10-K, such information, other than the documentation provided pursuant to Sections 3.17, 3.18 and 3.24(f), shall be delivered to the Trustee no later than no later than (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 1st of each year thereafter. The Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee shall provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. (g) The Trustee shall sign a certification (in the form attached hereto as Exhibit O-2) for the benefit of the Depositor and its officers, directors and Affiliates. The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator . (h) The Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 3.24, Section 3.18 or (ii) any inaccuracy made material misstatement or omission contained in any information provided by the Trustee including, without limitation, in the Trust Administrator Certificationcertification provided by the Trustee in the form of Exhibit O-2 or the Assessment of Compliance provided pursuant to Section 3.18. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then the Trust Administrator Trustee, in connection with (i) a breach of the Trustee’s obligations under this Section 3.24, Section 3.18 or (ii) any material misstatement or omission contained in any information provided by the Trustee including, without limitation, in the certification provided by the Trustee in the form of Exhibit O-2, or in the Assessment of Compliance or Attestation report provided pursuant to Section 3.18, agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that This indemnification shall survive the Depositor is relying on termination of this Agreement or the Trust Administrator’s performance termination of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 any party to this Agreement. The Master Servicer agrees to shall indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act Trustee and their respective officers officers, directors and directors Affiliates from and against any and all actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees costs and expenses that such Person may sustain arising out of third party claims based on upon (i) the failure a breach of the Master Servicer to deliver Servicer’s obligations under Sections 3.17, 3.18 or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), 3.24 or (ii) any material misstatement or omission contained in any Officerinformation provided by the Servicer including, without limitation, in the information provided pursuant to Sections 3.17 and 3.18. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. The Depositor shall indemnify and hold harmless the Servicer, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon (i) a breach of the Depositor’s Certificate obligations under this Section 3.24 or (ii) any material misstatement or omission contained in any information provided by the Depositor. (i) The Trustee will have no duty or liability to verify the accuracy or sufficiency of any information not prepared by it included in any Form 10-D, Form 10-K or Form 8-K. The Trustee shall have no liability with respect to any failure to properly prepare or file any Form 10-D or Form 10-K resulting from or relating to the Trustee's inability or failure to obtain any information in a timely manner from the party responsible for delivery of such disclosure information. The Trustee shall have no liability with respect to any failure to properly file any Form 10-D or 10-K resulting from or relating to the Depositor's failure to timely comply with the provisions of this section. Nothing herein shall be construed to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K or Form 8-K. Copies of all reports filed by the Trustee under the Exchange Act shall be sent to the Depositor electronically or at the addressed set forth in Section 11.05. Fees and expenses incurred by the Trustee in connection with this Section 3.24 shall not be reimbursable from the Trust Fund. (j) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (k) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.24 are necessary to comply with the reporting requirements under the Exchange Act, the parties hereto hereby agree that each will reasonably cooperate to amend the provisions of this Section 3.24(b) in order to comply with such amended reporting requirements and such amendment of this Section 3.24. Any such amendment may result in the reduction of the reports executed by and filed on behalf of the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section 10.13(d)(i)that adversely affects its obligations and immunities under this Agreement. If an event occurs Each of the parties acknowledges and agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) abovethe purpose of Sections 3.17, but the indemnification provided for in 3.18 and this Section 10.13(d)(i) 3.24 of this Agreement is to facilitate compliance by the Master Servicer is unavailable or insufficient to hold harmless such PersonsDepositor with the provisions of Regulation AB. Therefore, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result each of the losses, claims, damages or liabilities parties agree that (a) the obligations of such Persons the parties hereunder shall be interpreted in such proportion a manner as is appropriate to reflect accomplish that purpose, (b) the relative fault parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance in respect of the Depositor or Trust Administrator on requirements of Regulation AB, (c) the one hand and the Master Servicer on the other. The Master Servicer acknowledges that parties shall comply with reasonable requests made by the Depositor for delivery of additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and the Trust Administrator are relying on the Master Servicer’s performance (d) no amendment of its obligations under this Agreement shall be required to effect any such changes in order the parties’ obligations as are necessary to perform their respective obligations under this Section 10.13accommodate evolving interpretations of the provisions of Regulation AB.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderthereunder (which shall not include the Form 8-K filed in connection with the filing of this Agreement), and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Servicer and each Person, if any, who “controls” the Depositor and the Servicer within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust

Commission Reporting. (a) The Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards and applicable regulations, file with the Commission via the Electronic Data Gathering Analysis and Retrieval system, a Form 8‑K with a copy of the statement to Certificateholders for such Distribution Date as an Exhibit thereto. Prior to January 30, in the year following the year of execution of this Agreement, the Trustee shall file in accordance with industry standards a Form 15 Suspension Notification with respect to the Trust AdministratorFund, each Servicer if applicable, unless notified by the Depositor by January 10 or the preceding Business Day of such year not to file such a Form 15 with respect to the Trust Fund. Prior to March 30, in the year following the year of execution of this Agreement, the Depositor shall execute and the Master Servicer Trustee shall reasonably cooperate file a Form 10‑K, in substance conforming to industry standards and applicable regulations, with respect to the Trust Fund together with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Actaccompanying certification described below. The Trust Administrator Trustee shall prepare provide the Form 10‑K to the Depositor by March 20 (or the preceding Business Day if such day is not a Business Day) of the year that such Form 10‑K is required to be filed. The Depositor shall execute such Form 10‑K and return the original to the Trustee by March 25 (or the preceding Business Day if such day is not a Business Day). The Trustee shall prepare, execute, file and deliver on behalf of the Depositor any Forms Form 8-Ks required to be filed under the Exchange Act so long as no certification in respect of such Form 8-K and 10-K customary for similar securities as is required by the Commission. The Depositor shall prepare and the appropriate person shall execute, in accordance with the Exchange Act and or any other applicable law, any certification required under the rules and regulations of Exchange Act or any other applicable law to accompany the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the DepositorForm 10‑K or any other periodic report. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor, provided, however, that the Trustee shall not execute the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement Fund. The Depositor agrees to promptly furnish to the Certificateholders for Trustee, from time to time upon request, such Distribution Date as an exhibit thereto. Prior further information, reports and financial statements within its control related to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act this Agreement and the rules Mortgage Loans as the Trustee reasonably deems appropriate to prepare and regulations of file all necessary reports with the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have no responsibility to file any items other than those specified in this Section 10.13Section. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by Unless and until a Form 15 Suspension Notice shall have been filed, the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee shall, within 15 days after each Distribution DateDate and in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a Distribution Report on Form 10-D (the “Distribution Report”) with a copy of the statement Monthly Statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and, if applicable, including the information required by each of the items set forth in Part II thereof, subject to the receipt of the information set forth in (f) below, in the case of information not required to be provided by the Trustee. (ii) Except with respect to the Distribution Report to be filed following the first Distribution Date, the Trustee shall prepare each Distribution Report and, no later than 5 Business Days prior to the date on which such Distribution Report is required to be filed, deliver a copy of such Distribution Report to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Distribution Report. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Distribution Report to the Depositor for signature no later than three Business Days prior to the date on which such Distribution Report must be filed by the Trustee in accordance with clause (i) above. The Depositor shall execute the final Distribution Report and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or facsimile no later than the Business Day following receipt of the same (which, unless not received within such time frame from the Trustee, shall be no later than two Business Days prior to the date on which the Distribution Report is required to be filed), with an original executed hard copy to follow by overnight mail. With respect to the Distribution Report to be filed following the first Distribution Date, the Depositor shall prepare and execute such Distribution Report and, no later than 5 Business Days prior to the date on which such Distribution Report is required to be filed, deliver a copy of such Distribution Report to the Trustee. The Trustee shall attach thereto the Monthly Statement furnished by the Trustee to the Certificateholders for such Distribution Date and file such Distribution Report in accordance with clause (a) above. (iii) The Depositor shall prepare and file Current Reports on Form 8-K, as and when required. (iv) Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund. (v) Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, the Servicer shall provide the Trustee with an exhibit theretoAnnual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission)thereafter, the Trust Administrator shall Trustee shall, subject to subsection (e) below, file a Form 10-K, with respect to the Trust Fund. The Trustee shall prepare each Form 10-K and, no later than 5 Business Days prior to the date on which such Form 10-K is required to be filed, deliver a copy of such Form 10-K to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-K. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-K to the Depositor for signature no later than three Business Days prior to the date on which such Form 10-K must be filed by the Trustee in substance as accordance with this clause (iv). The Depositor shall execute the final Form 10-K and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or facsimile no later than Business Day following receipt of the same (which, unless not received within such time frame from the Trustee, shall be no later than two Business Days prior to the date on which the Form 10-K is required to be filed), with an original executed hard copy to follow by applicable law or applicable Commission staff’s interpretationsovernight mail. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer’s annual statement of compliance described under Section 3.16 Servicer pursuant to Sections 3.20 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include 3.21 and a certification in the form attached hereto as Exhibit T O-1 (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (cvi) Not later than 15 calendar days before the date on which the Depositor’s annual report on As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's or Depositor’s obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit S as the responsible party for providing that information, if other than the Trustee or the Depositor, as applicable, as and when required as described above. Each of the Trustee, the Servicer and the Depositor, as applicable, hereby agree to notify and provide to the Trustee and the Depositor all information that is required to be filed included in accordance any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit S as the Exchange Act responsible party for providing that information. In the case of information to be included in the Form 10-D, such information shall be delivered to the Trustee no later than no later than 5 calendar days following each Distribution Date. In the case of information to be included in the Form 8-K, such information shall be delivered to the Depositor no later than 2 Business Days following the occurrence of a reportable event. In the case of information to be included in the Form 10-K, such information, other than the documentation provided pursuant to Sections 3.20, 3.21 and 3.22, shall be delivered to the Trustee no later than (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 1st of each year thereafter. The Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee shall provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. (vii) The Trustee shall sign a certification (in the form attached hereto as Exhibit O-2) for the benefit of the Depositor and its officers, directors and Affiliates. The Trustee's certification shall be delivered to the Depositor no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator . (viii) The Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 3.22, Section 3.21 or (ii) any inaccuracy made material misstatement or omission contained in any information provided by the Trustee including, without limitation, in the Trust Administrator Certificationcertification provided by the Trustee in the form of Exhibit O-2 or the Assessment of Compliance provided pursuant to Section 3.21. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then the Trust Administrator Trustee, in connection with (i) a breach of the Trustee’s obligations under this Section 3.22, Section 3.21 or (ii) any material misstatement or omission contained in any information provided by the Trustee including, without limitation, in the certification provided by the Trustee in the form of Exhibit O-2, or in the Assessment of Compliance or Attestation report provided pursuant to Section 3.21, agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that This indemnification shall survive the Depositor is relying on termination of this Agreement or the Trust Administrator’s performance termination of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 any party to this Agreement. The Master Servicer agrees to shall indemnify and hold harmless each of the Depositor, the Trust Administrator and each PersonTrustee, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act Certificate Insurer and their respective officers officers, directors and directors Affiliates from and against any and all actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees costs and expenses that such Person may sustain arising out of third party claims based on upon (i) the failure a breach of the Master Servicer to deliver Servicer’s obligations under Sections 3.20, 3.21 or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), 3.22 or (ii) any material misstatement or omission contained in any Officerinformation provided by the Servicer including, without limitation, in the information provided pursuant to Sections 3.20 and 3.21. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. The Depositor shall indemnify and hold harmless the Servicer, the Trustee, the Certificate Insurer and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon (i) a breach of the Depositor’s Certificate obligations under this Section 3.22 or (ii) any material misstatement or omission contained in any information provided by the Depositor. (ix) The Trustee will have no duty or liability to verify the accuracy or sufficiency of any information not prepared by it included in any Form 10-D, Form 10-K or Form 8-K. The Trustee shall have no liability with respect to any failure to properly prepare or file any Form 10-D or Form 10-K resulting from or relating to the Trustee's inability or failure to obtain any information in a timely manner from the party responsible for delivery of such disclosure information. The Trustee shall have no liability with respect to any failure to properly file any Form 10-D or 10-K resulting from or relating to the Depositor's failure to timely comply with the provisions of this section. Nothing herein shall be construed to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K or Form 8-K. Copies of all reports filed by the Trustee under the Exchange Act shall be sent to the Depositor electronically or at the addressed set forth in Section 11.05. Fees and expenses incurred by the Trustee in connection with this Section 3.24 shall not be reimbursable from the Trust Fund. (x) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (xi) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22 are necessary to comply with the reporting requirements under the Exchange Act, the parties hereto hereby agree that each will reasonably cooperate to amend the provisions of this Section 3.22 in order to comply with such amended reporting requirements and such amendment of this Section 3.22. Any such amendment may result in the reduction of the reports executed by and filed on behalf of the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section 10.13(d)(i)that adversely affects its obligations and immunities under this Agreement. If an event occurs Each of the parties acknowledges and agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) abovethe purpose of Sections 3.20, but the indemnification provided for in 3.21 and this Section 10.13(d)(i) 3.22 of this Agreement is to facilitate compliance by the Master Servicer is unavailable or insufficient to hold harmless such PersonsDepositor with the provisions of Regulation AB. Therefore, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result each of the losses, claims, damages or liabilities parties agree that (a) the obligations of such Persons the parties hereunder shall be interpreted in such proportion a manner as is appropriate to reflect accomplish that purpose, (b) the relative fault parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance in respect of the Depositor or Trust Administrator on requirements of Regulation AB, (c) the one hand and the Master Servicer on the other. The Master Servicer acknowledges that parties shall comply with reasonable requests made by the Depositor for delivery of additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and the Trust Administrator are relying on the Master Servicer’s performance (d) no amendment of its obligations under this Agreement shall be required to effect any such changes in order the parties’ obligations as are necessary to perform their respective obligations under this Section 10.13accommodate evolving interpretations of the provisions of Regulation AB.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor Depositor, the related Servicer or the Master Servicer on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any OfficerOffficer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator . (a) Reports Filed on Form 10-D (i) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Trustee shall prepare and file on behalf of the Depositor Trust Fund any Forms 8-K and Form 10-K customary for similar securities D required by the Exchange Act, in form and substance as required by the Exchange Act Act. The Trustee shall file each Form 10-D with a copy of the related monthly statement for such Distribution Date. Any disclosure in addition to the monthly statement for such Distribution Date that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the responsible parties set forth on Exhibit S to the Trustee and Depositor and directed and approved by the Depositor pursuant to the following paragraph and the rules and regulations of Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the Commission thereundernext paragraph. (ii) As set forth on Exhibit S hereto, within 5 calendar days after the related Distribution Date, (i) the parties to this transaction shall be required to provide to the Trustee and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator extent known by a limited power of attorney responsible officer thereof, in EXXXX-compatible form (which may be Word or Excel documents easily convertible to execute and file each EXXXX format), or in such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt other form as otherwise agreed upon by the Trust Administrator from Trustee and such party, the Depositor form and substance of written termination of such power of attorney any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification (an “Additional Disclosure Notification”) and (ii) the termination Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the TrustAdditional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure in Form 10-D pursuant to this paragraph. (biii) Each After preparing the Form 810-K shall be filed by D, the Trust Administrator within 15 Trustee shall, no later than 10 calendar days after each the Distribution Date, with forward electronically a copy of the statement Form 10-D to the Certificateholders for Depositor. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date as (or the next succeeding Business Day), (i) the Depositor shall notify the Trustee in writing of any changes to or approval of such Form 10-D and (ii) an exhibit thereto. Prior to March 31st officer of the calendar year following Depositor shall execute the calendar year during which Form 10-D and return an electronic or fax copy of such executed Form 10-D (with an original executed hard copy to follow by overnight mail). Upon receipt of the Closing Date occurs (executed Form 10- D and in the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such earlier date as may be required by the Exchange Act Form 10-D is in final form and the rules and regulations Trustee may proceed with the filing of the Commission), the Trust Administrator shall file Form 10-D. If a Form 10-K, in substance as required by applicable law D cannot be filed on time or applicable Commission staff’s interpretations. Such if a previously filed Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case D needs to the extent they have been timely delivered to the Trust Administrator. If they are not so timely deliveredbe amended, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to Trustee will follow the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification procedures set forth in the form attached hereto as Exhibit T subsection (the “Depositor Certification”), which shall be signed by the senior officer d)(ii) of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.134.05. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderthereunder (which shall not include the Form 8-K filed in connection with the filing of this Agreement), and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute each Form 8-K and to file each such document Form 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee (other than the Trustee’s annual statement of compliance). If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Servicer and each Person, if any, who “controls” the Depositor and the Servicer within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 calendar days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit B as the responsible party for providing that information, and shall be reported by such entity to the Depositor and the Trust Administrator and approved by the Depositor. The Trust Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval, and the Trust Administrator will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except in any case where the Trust Administrator is the responsible party for providing that information pursuant to Exhibit B). Within 5 calendar days after the related Distribution Date (or if not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as an exhibit theretothe responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator and the Depositor, to the extent known, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, and clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Prior The Trust Administrator shall compile the information provided to March 31st it, prepare the Form 10-D and forward the Form 10-D to the Depositor. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Additional Form 10-D Disclosure. After preparing the Form 10-D, the Trust Administrator shall forward electronically a copy of the Form 10-D to the Depositor (in every case where the Form 10-D includes Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trust Administrator shall have forwarded a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 10-D. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ii) Within 4 Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than 5:00 p.m. New York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the responsible parties set forth in Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. After preparing the Form 8-K, the Trust Administrator shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, an officer of the Master Servicer shall sign the Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trust Administrator shall have forwarded a copy of the Form 8-K no later than the 2nd Business Day after the Reportable Event), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 8-K has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trust Administrator of their respective duties under this Section 4.06(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (iii) Within 90 days after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act and (the rules and regulations “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of the Commissioneach year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, (I) an Annual Statement of Compliance for the Master Servicer and any Sub-servicer, as provided under Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and each Custodian, as provided under Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or either Custodian’s Assessments of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or either Custodian’s Assessments of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the Attestation Report for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and either Custodian, as provided under Section 3.21, and (B) if any Attestation Report rendered as contemplated under Section 3.21 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Attestation Report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Master Servicer Certification in the form prescribed by Exhibit H (provided, however, that the Trust Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (A) the responsible parties set forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv) below to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. After preparing the Form 10-K, the Trust Administrator shall forward electronically a copy of the Form 10-K to the Depositor and the Master Servicer for review. Within 3 Business Days after receipt of such copy, but no later than March 25th (provided that, the Trust Administrator forwards a copy of the Form 10-K no later than the 3rd Business Day prior to March 25th), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-K is in final form and the Trust Administrator may proceed with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If they are a Form 10-K cannot so timely deliveredbe filed on time or if a previously filed Form 10-K needs to be amended, the Trust Administrator shall file an amended will follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-K including such documents as exhibits promptly after they are delivered to has been filed with the Trust AdministratorCommission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(iii) through (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust Administrator shall have no any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare, execute and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from the Master Servicer’s or relating to the Trust Administrator’s inability or failure to obtain receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The Form . (b) In connection with the filing of any 10-K shall also include a certification hereunder, in the form attached hereto as Exhibit T (case where the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Master Servicer and Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is are not a Business Day, the immediately preceding Business Day)affiliated, the Trust Administrator shall sign a certification Back-Up Certification substantially in the form attached hereto as of Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officersI; provided, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In additionhowever, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then that the Trust Administrator shall contribute not be required to undertake an analysis of any accountant’s report attached as an exhibit to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.K.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator As set forth below, the Trustee shall prepare on behalf of the Depositor any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder. (b) Each The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Servicer shall have timely notified the Trustee of an item applicable to it reportable on a Form 8-K (unless such item is specific to the Trustee, in which case the Trustee will be deemed to have notice) and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, signatures, data, and exhibits required to be provided or filed with such Form 8-K. Any disclosure required to be included on the Form 8-K (“Additional Form 8-K Disclosure”) shall be filed determined and prepared by the Trust Administrator within Trustee provided the entity indicated in Exhibit M as the responsible party for providing that information notifies the Trustee in writing thereof no later than two Business Day prior to the filing deadline for such Form 8-K, and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 8-K resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 8-K Disclosure (unless the Trustee was the responsible party for providing such information). (c) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), and the Depositor shall sign, a Form 10-D that includes (i) a copy of the statement to the Certificateholders for such Distribution Date (the “Distribution Date Statement”)prepared by the Trustee pursuant to Section 4.02, (ii) such other information provided to the Trustee by the Servicer, as an exhibit theretois required by Form 10-D, including, but not limited to, the Servicer Form 10-D Information and (iii) such other information provided to the Trustee by the Depositor as is required by Item 7 of Form 10-D; provided that such information is provided to the Trustee no later than the first Business Day immediately following the related Distribution Date. Any disclosure in addition to the Distribution Date Statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the Trustee provided the entity indicated in Exhibit M as the responsible party for providing that information notifies the Trustee in writing thereof within 5 calendar days after each Distribution Date, and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure (unless the Trustee was the responsible party for providing such information). (d) Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission) (the “Form 10-K Filing Deadline”), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. To facilitate the Trustee’s preparation of the Form 10-K, the Trustee shall provide to the Depositor its proposed Form 10-K template no later than forty-five (45) days prior to the Form 10-K Filing Deadline and the Depositor shall review such template and provide to the Trustee, no later than thirty (30) days prior to the Form 10-K Filing Deadline, any comments to such Form 10-K template. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under required to be delivered pursuant to Section 3.16 3.20 and the accountanteach Accountant’s report described under Attestation and Assessment of Compliance required to be furnished pursuant to Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee (or the Depositor, in the case of the Trustee’s Assessment of Compliance) and such other information as is required by Regulation AB. Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and provided to the Trustee by the entity that is indicated in Exhibit M as the responsible party for providing that information, if other than the Trustee, in an XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format), in each case no later than March 15 of each year. If they such documents are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. Not later than 5 Business Days before the date on which the Depositor’s Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Depositor will deliver to the Trustee a form of the Depositor Certification. The Trust Administrator Depositor shall subsequently deliver to the Trustee the executed Depositor Certification no later than the date on which the Form 10-K is required to be filed. The Trustee shall have no responsibility to file any items other than those specified in this Section 10.134.06; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under Regulation AB. The Trustee shall not be responsible for determining what information is required to be filed on a Form 10-K in connection with the transactions contemplated by this Agreement and shall not be liable for any late filing of a Form 10-K or for the expenses of filing an amendment to a Form 10-K in the event that it does not receive the documents required to be delivered to it in accordance with Section 3.20, Section 3.21 or this Section 4.06 or an executed copy of the Form 10-K from the Depositor later than the times set forth herein. (ce) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and Depositor, the Servicer, each Person, if any, who that “controls” the Depositor or the Servicer within the meaning of the 1933 Securities Act and its their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(e) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator the Servicer on the one hand and the Master Servicer Trustee on the other. The Master Trustee acknowledges that the Depositor is relying on the Trustee’s performance of its obligations under this Section 4.06 in order to perform its obligations under Section 4.06 (b) above. (f) Not later than 15 calendar days before the date on which the Depositor’s Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commissions (or, if such day is not a Business Day, the immediately preceding Business Day) the Servicer will deliver to the Depositor and the Trustee an Officer’s Certificate for the prior calendar year, substantially in the form attached hereto as Exhibit J (the “Servicer Certification”). The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee, each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 4.06 (f), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 4.06 (f). The Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (g) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (h) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (i) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust. (j) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Trustee will immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and the Servicer and such parties will cooperate to prepare any necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer of the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 11.05 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Trustee shall not have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of . (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 Within 12 calender days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure. Within 3 calendar days after the related Distribution Date, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an exhibit thereto. Prior to March 31st officer of the calendar year following Depositor shall sign the calendar year during which Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Closing Date occurs Trustee. The Indenture Trustee shall have no liability with respect to any failure to properly file any Form 10-D resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section. (or ii) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such earlier date event, a “Reportable Event”), the Depositor shall prepare and file any Form 8-K, as may be required by the Exchange Act and Act, in addition to the rules and regulations initial Form 8-K in connection with the issuance of the Commission)Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event, the entity that is indicated in Exhibit T as the responsible party for providing Form 8-K Disclosure Information shall be required to provide to the Depositor, to the extent known, the form and substance of any Form 8-K Disclosure Information, if applicable. The Depositor shall compile the information provided to it, and prepare and file the Form 8-K, which shall be signed by an officer of the Depositor. (iii) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Administrator Fund, if applicable. On or before (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, on or before March 15 of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or any subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretationsinterpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or subcontractor, if required to be filed) and Section 3.21 with respect to the Trustee, and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T N-1 (the “Depositor Certification”), which shall be ) signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have receive the items described in the preceding sentence no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than March 15 of each calendar days before year prior to the date on which filing deadline for the Depositor’s annual report Form 10-K. Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K Disclosure. If information, data and exhibits to be included in the Form 10-K are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to timely obtain any information from any other party. Prior to (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-K Disclosure shall be required to be filed in accordance with provide to the Exchange Act Trustee and the rules Depositor, to the extent known, the form and regulations substance of any Additional Form 10-K Disclosure Information, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-K by no later than March 25 of the Commission relevant year (or, or the immediately preceding Business Day if such day March 25 is not a Business Day, the immediately preceding Business Day), an officer of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. The Servicer shall be responsible for determining the pool concentration applicable to any Sub-Servicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. Any expenses incurred by the Trustee in connection with the previous sentence shall be reimbursable to the Trustee out of the Trust Administrator Fund. The Indenture Trustee shall have no liability with respect to any failure to properly file any Form 10-K resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section. The Trustee shall sign a certification (in the form attached hereto as Exhibit U (the “Trust Administrator Certification”N-2) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects Affiliates in respect of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the Attestation Report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification (the “Servicer Certification. In addition) solely with respect to the Servicer (in the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the 1933 Securities Act of 1933, as amended, and its their respective officers and directors. Each such certification shall be delivered to the Depositor and the Trustee by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit N-1 shall be delivered to the Trustee by March 20th for filing on or prior to March 30th of each year (or if not a Business Day, the immediately preceding Business Day). (A) The Trustee shall indemnify and hold harmless the Depositor, the Servicer and their respective officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in connection therewith or (ii) any inaccuracy made material misstatement or omission in the Trust Administrator Assessment of Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) the failure of the Servicer to timely deliver the Servicer Certification or (ii) any material misstatement or omission in the Statement as to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer Certification. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that other in connection with a breach of the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act connection therewith and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs the Servicer agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor and the Trustee as a result of the losses, claims, damages or liabilities of such Persons the Depositor and the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator and the Trustee on the one hand and the Master Servicer on the other. The Master other in connection with the Servicer acknowledges that the Depositor Certification and the Trust Administrator are relying on related obligations of the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations Servicer under this Section 10.134.07. Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T U (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U V (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) on behalf of the Depositor Trust Fund any Forms 8-K and 10-K (and the Master Servicer shall sign any Form 10-K) customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.20 and the accountant’s 's report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to (a) any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence negligence, willful misconduct or willful misconductbad faith or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor Master Servicer in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13servicing. (c) Not In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Master Servicer and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). Such certification shall be delivered to the Master Servicer no later than 15 calendar days before the 20th day prior to the latest date on which the Depositor’s annual report on Form 10-K is required permitted to be filed, without regard to extension (or if such day is not a Business Day, the immediately preceding Business Day) and the Master Servicer shall deliver the Certification to be filed in accordance with to the Exchange Act and Trustee no later than the rules and regulations of 10th day prior to the Commission latest date on which the Form 10-K is permitted to be filed, without regard to extension (or, or if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, (i) the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Master Servicer and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.07(c), (b) the Trustee's negligence, bad faith or willful misconduct in connection therewith or (c) any inaccuracy made in the Trust Administrator Trustee Certification and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Master Servicer to timely deliver the Certification or (b) any material misstatement in the Certification. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that other in connection with a breach of the Depositor is relying on the Trust Administrator’s performance of its Trustee's obligations under this Section 10.13 4.07(c) or the Trustee's negligence, bad faith or willful misconduct in order to perform its obligations under Section 10.13(bconnection therewith and (ii) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The other in connection with a breach of the Master Servicer acknowledges that Servicer's obligations under this Section 4.07(c) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any executed report, statement or information. (e) Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Administrator are relying on Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.07 comply with the reporting requirements under the Exchange Act, the Trustee and the Master Servicer’s performance Servicer hereby agree that they will reasonably cooperate to amend the provisions of its obligations under this Agreement Section 4.07 in order to perform their respective obligations under comply with such amended reporting requirements and such amendment of this Section 10.134.

Commission Reporting. (a) The Trust Administrator, Trustee and each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T W (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. Not later than 5 Business Day before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Depositor will deliver to the Trustee a form of the Depositor Certification. The Trust Administrator Depositor shall subsequently deliver to the Trustee the executed Depositor Certification no later than the date on which the annual report on Form 10-K is required to be filed. The Trustee shall have no responsibility to file any items other than those specified in this Section 10.138.12. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U X (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 Section 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 8.12 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c8.12(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 8.12 in order to perform its obligations under Section 10.13(b8.12(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 Y to this Agreement. The Master Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Securities Act and their respective officers officers, directors and directors affiliates from and against any and all losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master such Servicer to deliver or cause caused to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i8.12(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i8.12(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i8.12(d) by the Master such Servicer is unavailable or insufficient to hold harmless such Persons, then the Master such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master such Servicer on the other. The Master Each Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master such Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.138.12. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.12, to be conducted differently than as described, the Depositor, Servicers and Trustee will reasonably cooperate to amend the provisions of this Section 8.12 in order to comply with such amended reporting requirements and such amendment of this Section 8.12. Any such amendment shall be made in accordance with Section 10.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicers and Trustee shall not be obligated to enter into any amendment pursuant to this Section 8.12 that adversely affects its obligations and immunities under this Agreement. (g) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 calendar days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit B as the responsible party for providing that information, and shall be reported by such entity to the Depositor and the Trust Administrator and approved by the Depositor. The Trust Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval, and the Trust Administrator will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except in any case where the Trust Administrator is the responsible party for providing that information pursuant to Exhibit B). Within 5 calendar days after the related Distribution Date (or if not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as an exhibit theretothe responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator and the Depositor, to the extent known, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, and clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Prior The Trust Administrator shall compile the information provided to March 31st it, prepare the Form 10-D and forward the Form 10-D to the Depositor. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Additional Form 10-D Disclosure. After preparing the Form 10-D, the Trust Administrator shall forward electronically a copy of the Form 10-D to the Depositor (in every case where the Form 10-D includes Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trust Administrator shall have forwarded a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 10-D. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ii) Within 4 Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than 5:00 p.m. New York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the responsible parties set forth in Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. After preparing the Form 8-K, the Trust Administrator shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, an officer of the Master Servicer shall sign the Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trust Administrator shall have forwarded a copy of the Form 8-K no later than the 2nd Business Day after the Reportable Event), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 8-K has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trust Administrator of their respective duties under this Section 4.06(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (iii) Within 90 days after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act and (the rules and regulations “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of the Commissioneach year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, (I) an Annual Statement of Compliance for the Master Servicer and any Sub-servicer, as provided under Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the Attestation Report for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if any Attestation Report rendered as contemplated under Section 3.21 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Attestation Report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Master Servicer Certification in the form prescribed by Exhibit H (provided, however, that the Trust Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (A) the responsible parties set forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv) below to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. After preparing the Form 10-K, the Trust Administrator shall forward electronically a copy of the Form 10-K to the Depositor and the Master Servicer for review. Within 3 Business Days after receipt of such copy, but no later than March 25th (provided that, the Trust Administrator forwards a copy of the Form 10-K no later than the 3rd Business Day prior to March 25th), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-K is in final form and the Trust Administrator may proceed with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If they are a Form 10-K cannot so timely deliveredbe filed on time or if a previously filed Form 10-K needs to be amended, the Trust Administrator shall file an amended will follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-K including such documents as exhibits promptly after they are delivered to has been filed with the Trust AdministratorCommission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(iii) through (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust Administrator shall have no any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare, execute and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from the Master Servicer’s or relating to the Trust Administrator’s inability or failure to obtain receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The Form . (b) In connection with the filing of any 10-K shall also include a certification hereunder, in the form attached hereto as Exhibit T (case where the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Master Servicer and Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is are not a Business Day, the immediately preceding Business Day)affiliated, the Trust Administrator shall sign a certification Back-Up Certification substantially in the form attached hereto as of Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officersI; provided, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In additionhowever, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then that the Trust Administrator shall contribute not be required to undertake an analysis of any accountant’s report attached as an exhibit to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.K.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K (or other comparable required form containing the same or comparable information or other information mutually agreed upon) customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such 152 documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, (x) the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (the "Trustee's Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K is required K) and (y) the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the "Master Servicer Certification"). The Master Servicer Certification shall be delivered to be filed in accordance with the Exchange Act Depositor and the rules and regulations Trustee no later than March 15th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). The Trustee's Certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust Administrator immediately preceding Business Day) and the Depositor shall sign deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a certification in Business Day, the form attached hereto as Exhibit U (immediately preceding Business Day). In addition, the “Trust Administrator Certification”) for the benefit of Trustee shall indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. 153 (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust AdministratorSecurities Administrator shall, each Servicer in accordance with industry standards, prepare and the Master Servicer shall reasonably cooperate file with the Depositor Commission, via EXXXX, the following reports in connection with respect of the Trust’s satisfying Trust as and to the reporting requirements extent required under the Exchange Act: (A) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Securities Administrator shall file (via XXXXX) such Forms on behalf each Form 10-D with a copy of the Depositorrelated Monthly Statement attached thereto. The Depositor hereby grants Any disclosure in addition to the Trust Monthly Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the parties set forth on Exhibit V to the Depositor and the Securities Administrator a limited power and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except to the extent of attorney to execute and file each such document its obligations set forth in the next paragraph. (B) As set forth on behalf of Exhibit V hereto, within 5 calendar days after the Depositor. Such power of attorney shall continue until the earlier of related Distribution Date, (i) receipt the parties specified in Exhibit V hereto, shall be required to provide to the Securities Administrator and to the Depositor, to the extent known, in EXXXX-compatible format, or in such other format as agreed upon by the Trust Securities Administrator from and such party, the Depositor form and substance of written termination of such power of attorney any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the termination Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the TrustAdditional Form 10-D Disclosure on Form 10-D. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. (bC) Each After preparing the Form 810-K shall be filed by D, the Trust Securities Administrator within 15 days after each Distribution Dateshall, with upon request, forward electronically a copy of the statement Form 10-D to the Certificateholders Depositor (provided that such Form 10-D includes any Additional Form 10-D Disclosure). Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-D, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 10-D. A duly authorized representative of the Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website (located at wxx.xxxxxxx.xxx) a final executed copy of each Form 10-D prepared and filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(a)(i) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(i). The Depositor acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(i) related to the timely preparation, execution and filing of Form 10-D is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-D Disclosure pursuant to any applicable agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (D) Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby instructs the Administrator to check “Yes” for each item, unless the Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date as an exhibit thereto. Prior with respect to March 31st the filing of a report on Form 10-D, that the answer to either item should be “no.” The Depositor has filed all reports required to be filed by Section 13 or 15(d) of the calendar Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirement for the past 90 days.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such Form 10-D. (A) On or prior to the 90th day after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2007, the Securities Administrator shall prepare and the rules and regulations file on behalf of the Commission), the Trust Administrator shall file a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely deliveredSecurities Administrator within the applicable time frames set forth in this Agreement, (i) an annual compliance statement for the Servicer, the Trust Master Servicer and the Securities Administrator shall file and any Servicing Function Participant engaged by any such party (together with the Custodian, each a “Reporting Servicer”) as described under Section 3.24(b), (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 3.22, and (B) if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.22 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.22 is not included as an amended exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, provided, however, that the Securities Administrator, at its discretion, may omit from the Form 10-K including any assessment of compliance or attestation report described in clause (iii) below that is not required to be filed with such documents Form 10-K pursuant to Regulation AB; (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as exhibits promptly after they are delivered described under Section 3.23, and (B) if any registered public accounting firm attestation report described under Section 3.23 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Sxxxxxxx-Xxxxx Certification as described in Section 3.24. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except to the extent of its obligations set forth in the next paragraph. (B) As set forth on Exhibit W hereto, no later than March 10 (with a 5 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) the parties specified on Exhibit W shall be required to provide to the Securities Administrator and to the Depositor, to the extent known, in EXXXX-compatible format, or in such other format as agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this Section 8.12 (a) (ii) (B). (C) After preparing the Form 10-K, the Securities Administrator shall, upon request, forward electronically a copy of the Form 10-K to the Depositor. Within three Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than one Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Securities Administrator. The Trust parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 8.12(a)(ii) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(ii) and Sections 3.22, 3.23 and 3.24. The Depositor acknowledges that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 8.12(ii) related to the timely preparation, execution and filing of Form 10-K is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-K Disclosure, any annual statement of compliance and any assessment of compliance and attestation pursuant to any applicable agreement. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare, execute and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from or relating to the Trust Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The . (D) Form 10-K shall also include a certification in requires the form attached hereto as Exhibit T registrant to indicate (the by checking “Depositor Certificationyes” or “no”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. ) that it “(c1) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is has filed all reports required to be filed in accordance with by Section 13 or 15(d) of the Exchange Act and during the rules and regulations of preceding 12 months (or for such shorter period that the Commission (or, if registrant was required to file such day is not a Business Day, the immediately preceding Business Dayreports), and (2) has been subject to such filing requirement for the past 90 days.” The Depositor hereby instructs the Securities Administrator to check “Yes” for each item, unless the Depositor shall notify the Securities Administrator in writing, no later than the 15th calendar day of March in any year in which the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, is subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning reporting requirements of the 1933 Act and its officersExchange Act, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the answer to either item should be “no.” The Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is has filed all reports required to be filed in accordance with by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirement for the rules past 90 days.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such Form 10-K. (iii) (A) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), if directed by the Depositor, the Securities Administrator shall prepare and regulations file on behalf of the Commission Trust Fund any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (or, if such day is not a Business Day, “Form 8-K Disclosure Information”) shall be reported by the immediately preceding Business Day), the Master Servicer will deliver parties set forth on Exhibit X to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Securities Administrator and each Person, if any, who “controls” directed and approved by the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i)the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute except to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance extent of its obligations under this Agreement set forth in order to perform their respective obligations under this Section 10.13the next paragraph.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-10- K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the 123 extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30 of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any 124 such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust AdministratorTrustee, each the Servicer and the Master Servicer Credit Risk Manager shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of . (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 Within 12 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a Distribution Report on Form 10-D, signed by the Depositor, with a copy of (x) the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and (y) the reports prepared by the Credit Risk Manager pursuant to Section 6.09. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure. Within 3 calendar days after the related Distribution Date, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Any information to be filed on Form 10-D shall be delivered to the Trustee in EXXXX compatible format via electronic mail to DXXXX.xxxxxxxxxxxxx@xx.xxx. The Trustee shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an exhibit thereto. Prior to March 31st officer of the calendar year following Depositor shall sign the calendar year during which Form 10-D and return via electronic mail to DXXXX.xxxxxxxxxxxxx@xx.xxx or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Closing Date occurs Trustee. The Trustee shall have no liability with respect to any failure to properly file any Form 10-D resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section. (or ii) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such earlier date event, a “Reportable Event”), the Depositor shall prepare and file any Form 8-K, as may be required by the Exchange Act and Act, in addition to the rules and regulations initial Form 8-K in connection with the issuance of the Commission)Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event, the entity that is indicated in Exhibit T as the responsible party for providing Form 8-K Disclosure Information shall be required to provide to the Depositor, to the extent known, the form and substance of any Form 8-K Disclosure Information, if applicable. The Depositor shall compile the information provided to it, and prepare and file the Form 8-K, which shall be signed by an officer of the Depositor. (iii) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Administrator Fund, if applicable. On or before (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, on or before March 10 of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or any subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretationsinterpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or subcontractor, if required to be filed) and Section 3.21 with respect to the Trustee and the Master Servicer’s annual statement of compliance described under Section 3.16 Credit Risk Manager, and the accountant’s report described under Section 3.17, Form 10-K certification in each case the form attached hereto as Exhibit N-1 (the “Certification”) signed by the senior officer of the Depositor in charge of securitization and returned to the extent they have been timely delivered Trustee 3 Business Days prior to the Trust AdministratorForm 10-K filing deadline. The Trustee shall receive the items described in the preceding sentence no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K. Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K Disclosure. If they information, data and exhibits to be included in the Form 10-K are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to timely obtain any information not resulting from its own negligence or willful misconductany other party. The Prior to (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-K Disclosure shall also include be required to provide to the Trustee and the Depositor, to the extent known, the form and substance of any Additional Form 10-K Disclosure Information, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-K by no later than March 25 of the relevant year (or the immediately preceding Business Day if March 25 is not a Business Day), an officer of the Depositor shall sign the Form 10-K and return an electronic copy to DXXxx.xxxxxxxxxxxxx@xx.xxx of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. The Servicer shall be responsible for determining the pool concentration applicable to any Sub-Servicer (contemplated by Item 1108(a)(3)) to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. The Trustee shall have no liability with respect to any failure to properly file any Form 10-K resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section. The Trustee shall sign a certification (in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”N-2) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects Affiliates in respect of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the Attestation Report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification (the “Servicer Certification. In addition) solely with respect to the Servicer (in the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the 1933 Securities Act of 1933, as amended, and its their respective officers and directors. Each such certification shall be delivered to the Depositor and the Trustee by March 10th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit N-1 shall be delivered to the Trustee by March 20th for filing on or prior to March 30th of each year (or if not a Business Day, the immediately preceding Business Day). (A) The Trustee shall indemnify and hold harmless the Depositor, the Servicer and their respective officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in connection therewith or (ii) any inaccuracy made material misstatement or omission in the Trust Administrator Assessment of Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) the failure of the Servicer to timely deliver the Servicer Certification or (ii) any material misstatement or omission in the Statement as to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer Certification. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that other in connection with a breach of the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act connection therewith and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs the Servicer agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor and the Trustee as a result of the losses, claims, damages or liabilities of such Persons the Depositor and the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator and the Trustee on the one hand and the Master Servicer on the other. The Master other in connection with the Servicer acknowledges that the Depositor Certification and the Trust Administrator are relying on related obligations of the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations Servicer under this Section 10.134.07. (d) The Depositor shall indemnify and hold harmless the Trustee and the Servicer and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forefeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of obligations of the Depositor under this Section 4.07 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. (e) The Trustee will have no duty to verify the accuracy or sufficiency of any information not prepared by the Trustee which is to be included in any Form 10-D, Form 10-K or Form 8-K. The Trustee shall have no liability with respect to any failure to property prepare or file any Form 10-D or Form 10-K resulting form or directly related to any failure of any other party to this Agreement to comply with the terms of this Agreement. Nothing herein shall be construed to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K or Form 8-K. Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of . (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 Within 12 calendar days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a Distribution Report on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure. Within 3 calendar days after the related Distribution Date, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an exhibit thereto. Prior to March 31st officer of the calendar year following Depositor shall sign the calendar year during which Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Closing Date occurs Trustee. (or ii) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such earlier date event, a “Reportable Event”), the Depositor shall prepare and file any Form 8-K, as may be required by the Exchange Act and Act, in addition to the rules and regulations initial Form 8-K in connection with the issuance of the Commission)Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event, the entity that is indicated in Exhibit T as the responsible party for providing Form 8-K Disclosure Information shall be required to provide to the Depositor, to the extent known, the form and substance of any Form 8-K Disclosure Information, if applicable. The Depositor shall compile the information provided to it, and prepare and file the Form 8-K, which shall be signed by an officer of the Depositor. (iii) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Administrator Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or any subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretationsinterpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or subcontractor, if required to be filed) and Section 3.21 with respect to the Trustee, and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T N-1 (the “Depositor Certification”), which shall be ) signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have receive the items described in the preceding sentence no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than March 15 of each calendar days before year prior to the date on which filing deadline for the Depositor’s annual report Form 10-K. Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K Disclosure. If information, data and exhibits to be included in the Form 10-K are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to timely obtain any information from any other party. Prior to (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-K Disclosure shall be required to be filed in accordance with provide to the Exchange Act Trustee and the rules Depositor, to the extent known, the form and regulations substance of any Additional Form 10-K Disclosure Information, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-K by no later than March 25 of the Commission relevant year (or, or the immediately preceding Business Day if such day March 25 is not a Business Day, the immediately preceding Business Day), an officer of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. The Servicer shall be responsible for determining the pool concentration applicable to any Sub-Servicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. Any expenses incurred by the Trustee in connection with the previous sentence shall be reimbursable to the Trustee out of the Trust Administrator Fund. The Trustee shall sign a certification (in the form attached hereto as Exhibit U (the “Trust Administrator Certification”N-3) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects Affiliates in respect of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the Attestation Report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification (the “Servicer Certification. In addition) solely with respect to the Servicer (in the form attached hereto as Exhibit N-2) for the benefit of the Depositor, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the 1933 Securities Act of 1933, as amended, and its their respective officers and directors. Each such certification shall be delivered to the Depositor and the Trustee by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit N-1 shall be delivered to the Trustee by March 25th for filing on or prior to March 30th of each year (or if not a Business Day, the immediately preceding Business Day). (A) The Trustee shall indemnify and hold harmless the Depositor, the Servicer and their respective officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.05 caused by the Trustee’s negligence, bad faith or willful misconduct in connection therewith or (ii) any inaccuracy made material misstatement or omission in the Trust Administrator Assessment of Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) the failure of the Servicer to timely deliver the Servicer Certification or (ii) any material misstatement or omission in the Statement as to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer Certification. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that other in connection with a breach of the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.05 caused by the Trustee’s negligence, bad faith or willful misconduct in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act connection therewith and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs the Servicer agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor and the Trustee as a result of the losses, claims, damages or liabilities of such Persons the Depositor and the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator and the Trustee on the one hand and the Master Servicer on the other. The Master other in connection with the Servicer acknowledges that the Depositor Certification and the Trust Administrator are relying on related obligations of the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations Servicer under this Section 10.134.05. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderthereunder (which shall not include the Form 8-K filed in connection with the filing of this Agreement), and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust

Commission Reporting. The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (a“EXXXX”), a Form 8-K with a copy of the statement to be furnished to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) The March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trust Administrator, each Servicer in its capacity as trust administrator hereunder, shall execute and file a Form 10-K, in substance conforming to industry standards, with respect to the Trust. Such Form 10-K shall include the Master Servicer shall reasonably cooperate with Certification, the Depositor in connection with the Trustannual independent accountant’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf servicing report and annual statement of the Depositor any Forms 8-K and 10-K customary for similar securities as required compliance to be delivered by the Exchange Act Master Servicer pursuant to Sections 3.20 and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor3.21. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by Trust Fund. The Depositor agrees to promptly furnish to the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 , from time to time upon request, such further information, reports and financial statements within its control related to this Agreement or the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, Mortgage Loans as the Trust Administrator shall or the Master Servicer reasonably deems appropriate to prepare and file an amended Form 10-K including such documents as exhibits promptly after they are delivered to all necessary reports with the Commission. Neither the Trust Administrator. The Trust Administrator nor the Master Servicer shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or4.06; provided, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositorhowever, the Trust Administrator and each Person, if any, who “controls” the Master Servicer will cooperate with the Depositor or in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Fees and expenses incurred by the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of or the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to in connection with this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer 4.06 shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and not be reimbursable from the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13Fund.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K (or other comparable required form containing the same or comparable information or other information mutually agreed upon) customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission’s Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.19 and the accountant’s report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, (x) the date on which Trustee shall sign a certification (in the Depositorform attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (the “Trustee’s annual Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report on attached as an exhibit to the Form 10-K is required K) and (y) the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Master Servicer Certification”). The Master Servicer Certification shall be delivered to be filed in accordance with the Exchange Act Depositor and the rules and regulations Trustee no later than March 15th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). The Trustee’s Certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust Administrator immediately preceding Business Day) and the Depositor shall sign deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a certification in Business Day, the form attached hereto as Exhibit U immediately preceding Business Day). In addition, (A) the “Trust Administrator Certification”) for the benefit of Trustee shall indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (B) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer’s obligations under this Section 4.06 or any inaccuracy made material misstatement or omission, or the negligence, bad faith or willful misconduct of the Master Servicer in connection therewith. The Depositor shall indemnify and hold harmless the Trust Administrator CertificationTrustee and the Master Servicer and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, the Trustee or the Master Servicer, as applicable, then (i) the Trust Administrator Depositor agrees that is shall contribute to the amount paid or payable by such Persons the Trustee or the Master Servicer as a result of the losses, claims, damages or liabilities of the Trustee or the Master Servicer in such Persons proportion as is appropriate to reflect the relative fault of the Trustee or the Master Servicer on the one hand and the Depositor on the other, (ii) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(bother and (iii) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor or the Trustee as a result of the losses, claims, damages or liabilities of such Persons the Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator the Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that . (d) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and the Trust Administrator are relying on the Master Servicer’s performance of its obligations certifications differing from those required under this Agreement Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of this Section 4.06 (in accordance with Section 11.01) in order to perform their respective comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Section 10.13Agreement.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K (or other comparable required form containing the same or comparable information or other information mutually agreed upon) customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-10- K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13.116 (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards and applicable regulations, file with the Commission via the Electronic Data Gathering Analysis and Retrieval system, a Form 8-K with a copy of the statement to Certificateholders for such Distribution Date as an Exhibit thereto. Prior to January 30, in the year following the year of execution of this Agreement, the Trustee shall file in accordance with industry standards a Form 15 Suspension Notification with respect to the Trust AdministratorFund. Prior to March 30, each Servicer in the year following the year of execution of this Agreement, the Depositor shall execute and the Master Servicer Trustee shall reasonably cooperate file a Form 10-K, in substance conforming to industry standards and applicable regulations, with respect to the Trust Fund together with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Actaccompanying certification described below. The Trust Administrator Trustee shall prepare provide the Form 10-K to the Depositor by March 20 (or the preceding Business Day if such day is not a Business Day) of the year that such Form 10-K is required to be filed. The Depositor shall execute such Form 10-K and return the original to the Trustee by March 25 (or the preceding Business Day if such day is not a Business Day). The Trustee shall prepare, execute, file and deliver on behalf of the Depositor any Forms Form 8-Ks required to be filed under the Exchange Act so long as no certification in respect of such Form 8-K is required by the Commission. The Depositor shall prepare and the appropriate person shall execute, in accordance with the Exchange Act or any other applicable law, any certification required under the Exchange Act or any other applicable law to accompany the Form 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositoror any other periodic report. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor, provided, however, that the Trustee shall not execute the Form 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement Fund. The Depositor agrees to promptly furnish to the Certificateholders for Trustee, from time to time upon request, such Distribution Date as an exhibit thereto. Prior further information, reports and financial statements within its control related to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act this Agreement and the rules Mortgage Loans as the Trustee reasonably deems appropriate to prepare and regulations of file all necessary reports with the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have no responsibility to file any items other than those specified in this Section 10.13Section. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust AdministratorSecurities Administrator shall, each Servicer in accordance with industry standards, prepare and the Master Servicer shall reasonably cooperate file with the Depositor Commission, via XXXXX, the following reports in connection with respect of the Trust’s satisfying Trust as and to the reporting requirements extent required under the Exchange Act: (A) Within [ ] days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Securities Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 810-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, D with a copy of the statement related Monthly Statement attached thereto. Any disclosure in addition to the Certificateholders for such Distribution Date as an exhibit thereto. Prior Monthly Statement that is required to March 31st be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph. (B) As set forth on Exhibit V hereto, within [ ] calendar days after the related Distribution Date, (i) certain parties (as specified in Exhibit V hereto), shall be required to provide to the Securities Administrator, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the Securities Administrator shall forward to the Depositor, the form and substance of the Additional Form 10-D Disclosure, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. (C) After preparing the Form 10-D, the Securities Administrator shall forward electronically a draft copy of the Form 10-D to the Depositor and the Master Servicer for review. No later than [ ] Business Days prior to the [ ] calendar day after the related Distribution Date, a senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than [ ] Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. The signing party at the Master Servicer can be contacted at the address set forth in Section 12.05 for notices to the Master Servicer. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 8.12(a)(i) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(i). The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (A) Within [ ] days after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on [ ] of each year), commencing in [March] 20[ ], the Securities Administrator shall prepare and the rules and regulations file on behalf of the Commission), the Trust Administrator shall file a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely deliveredSecurities Administrator within the applicable time frames set forth in this Agreement, (i) an annual compliance statement for the Servicer, each Additional Servicer, the Trust Master Servicer and the Securities Administrator shall file (each, a “Reporting Servicer”) as described under Section 3.24(b), (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under Section 3.22, and (B) if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.22 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if each Reporting Servicer’s report on assessment of compliance with Servicing Criteria described under Section 3.22 is not included as an amended exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 3.23, and (B) if any registered public accounting firm attestation report described under Section 3.23 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 3.24. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K including such documents as exhibits promptly after they are delivered (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. (B) As set forth on Exhibit W hereto, no later than [March 10] (with a [ ] calendar day cure period) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20[ ], (i) certain parties hereto (as specified in Exhibit W) shall be required to provide to the Securities Administrator, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the Securities Administrator shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (C) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer for review. No later than [ ] New York City time on the [ ] Business Day prior to the 10-K Filing Deadline, a senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than [ ] Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-K. The Trust signing party at the Master Servicer can be contacted at the address set forth in Section 12.05 for notices to the Master Servicer. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 8.12(a)(ii) related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(ii) and Sections 3.22, 3.23 and 3.24. The Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from or relating to the Trust Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The . (A) Within [ ] Business Days after the occurrence of an event requiring disclosure on Form 108-K shall also include (each such event, a certification in the form attached hereto as Exhibit T (the “Depositor CertificationReportable Event”), which and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be signed determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. (B) As set forth on Exhibit X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the [ ] Business Day after the occurrence of a Reportable Event (i) certain parties hereto as set forth in Exhibit W shall be required to provide to the Securities Administrator, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, (ii) the Securities Administrator shall forward to the Depositor, the form and substance of the Form 8-K Disclosure Information, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. (C) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Master Servicer for review. No later than [ ] New York City time on the [ ] Business Day after the Reportable Event, a senior officer of the Depositor Master Servicer in charge of securitizationthe master servicing function shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Promptly (but no later than [ ] Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K. The signing party at the Master Servicer can be contacted at the address specified in Section 12.05 for notices to the Master Servicer. The Trust parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 8.12(d)(iii) related to the timely preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(d)(iii). The Securities Administrator shall have no responsibility liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any items information from any other than those specified party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (b) The Depositor acknowledges and agrees that the Securities Administrator may include in this Section 10.13any Exchange Act report all relevant information, data, and exhibits as the Securities Administrator may receive in connection with such report irrespective of any provision or Regulation AB that may permit the exclusion of such material. By the way of example, the Securities Administrator may file all assessments of compliance, attestation reports and compliance statements timely received from any Item 1122 Servicing Function Participant irrespective of any applicable minimum pool asset percentage requirement for disclosure related to such Servicing Function Participant. (c) Not later than 15 calendar days before The Depositor agrees to furnish promptly to the date on which Master Servicer, from time to time upon request, such additional information, data, reports, documents, and financial statements within the Depositor’s annual report on Form 10-K is required possession or control as the Securities Administrator reasonably requests as necessary or appropriate to be filed in accordance with prepare and file the foregoing reports. The Securities Administrator shall make available to the Depositor copies of all Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) abovereports filed hereunder. (d) (i) Not later than 15 calendar days before Prior to [ ] of the date on first year in which the Depositor’s annual report on Securities Administrator is able to do so under applicable law, the Securities Administrator shall file a Form 10-K is required 15 relating to be filed the automatic suspension of reporting in accordance with respect of the Trust under the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13Act.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.Section

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Securities and Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30 of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 calendar days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit B as the responsible party for providing that information, and shall be reported by such entity to the Depositor and the Trust Administrator and approved by the Depositor. The Trust Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval, and the Trust Administrator will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except in any case where the Trust Administrator is the responsible party for providing that information pursuant to Exhibit B). Within 5 calendar days after the related Distribution Date (or if not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as an exhibit theretothe responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator and the Depositor, to the extent known, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, and clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Prior The Trust Administrator shall compile the information provided to March 31st it, prepare the Form 10-D and forward the Form 10-D to the Depositor. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Additional Form 10-D Disclosure. After preparing the Form 10-D, the Trust Administrator shall forward electronically a copy of the Form 10-D to the Depositor (in every case where the Form 10-D includes Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trust Administrator shall have forwarded a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 10-D. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ii) Within 4 Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than 5:00 p.m. New York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the responsible parties set forth in Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. After preparing the Form 8-K, the Trust Administrator shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, an officer of the Master Servicer shall sign the Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trust Administrator shall have forwarded a copy of the Form 8-K no later than the 2nd Business Day after the Reportable Event), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 8-K has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trust Administrator of their respective duties under this Section 4.06(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (iii) Within 90 days after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act and (the rules and regulations “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of the Commissioneach year), commencing in March 2007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, (I) an Annual Statement of Compliance for the Master Servicer and any Sub-servicer, as provided under Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the Attestation Report for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if any Attestation Report rendered as contemplated under Section 3.21 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Attestation Report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Master Servicer Certification in the form prescribed by Exhibit H (provided, however, that the Trust Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (A) the responsible parties set forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv) below to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. After preparing the Form 10-K, the Trust Administrator shall forward electronically a copy of the Form 10-K to the Depositor and the Master Servicer for review. Within 3 Business Days after receipt of such copy, but no later than March 25th (provided that, the Trust Administrator forwards a copy of the Form 10-K no later than the 3rd Business Day prior to March 25th), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-K is in final form and the Trust Administrator may proceed with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If they are a Form 10-K cannot so timely deliveredbe filed on time or if a previously filed Form 10-K needs to be amended, the Trust Administrator shall file an amended will follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-K including such documents as exhibits promptly after they are delivered to has been filed with the Trust AdministratorCommission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(iii) through (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust Administrator shall have no any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare, execute and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from the Master Servicer’s or relating to the Trust Administrator’s inability or failure to obtain receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The Form . (b) In connection with the filing of any 10-K shall also include a certification hereunder, in the form attached hereto as Exhibit T (case where the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Master Servicer and Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is are not a Business Day, the immediately preceding Business Day)affiliated, the Trust Administrator shall sign a certification Back-Up Certification substantially in the form attached hereto as of Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officersI; provided, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In additionhowever, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then that the Trust Administrator shall contribute not be required to undertake an analysis of any accountant’s report attached as an exhibit to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.K.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 Within 10 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date as an exhibit theretoDate. Prior Any disclosure in addition to March 31st of the calendar year following monthly statement required to be included on the calendar year during which the Closing Date occurs Form 10-D (or such earlier date as may “Additional Form 10-D Disclosure”) shall be required determined and prepared by the Exchange Act entity that is indicated in Exhibit B as the responsible party for providing that information, and the rules and regulations of the Commission), the Trust Administrator shall file a will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s D Disclosure and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports Form 10-D resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting in a timely manner from its own negligence or willful misconduct. The the party responsible for delivery of such Additional Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitizationD Disclosure. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 Within 5 calendar days before after the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission related Distribution Date (or, or if such day is not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator shall sign a certification in and the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officersDepositor, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions extent known, clearly identifying which item of Sections 10.01 and 10.02 hereofForm 10-D the information relates to, indemnify and hold harmless the Depositor and each Personany Additional Form 10-D Disclosure, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the otherapplicable. The Trust Administrator acknowledges that shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor is relying on for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Master Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator Master Servicer shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunderthereunder (which shall not include the Form 8-K filed in connection with the filing of this Agreement), and the Depositor shall sign and the Trust Administrator Master Servicer shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Master Servicer a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Master Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Master Servicer within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each exhibits the Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 3.20 and the accountant’s report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorMaster Servicer (other than the Master Servicer’s annual statement of compliance). If they are not so timely delivered, the Trust Administrator Master Servicer shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorMaster Servicer. The Trust Administrator Master Servicer shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorMaster Servicer’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Master Servicer shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Master Servicer Certification”) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Master Servicer shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor Depositor, the Servicer and each Person, if any, who “controls” the Depositor and the Servicer within the meaning of the 1933 Act and its their officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorMaster Servicer’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Master Servicer Certification. If the indemnification provided for in this Section 10.13(c4.06(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Master Servicer on the other. The Trust Administrator Master Servicer acknowledges that the Depositor is relying on the Trust AdministratorMaster Servicer’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b) above4.06(b). (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator Master Servicer an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 J (the “Servicer Certification”) to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Master Servicer and each Person, if any, who “controls” the Depositor or the Trust Administrator Master Servicer within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06(d), or (ii) any material misstatement or omission contained in any Officer’s Certificate the Servicer Certification provided pursuant to this Section 10.13(d)(i4.06(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Master Servicer on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Master Servicer are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (e) Upon any filing with the Commission, the Master Servicer shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Seller, the Servicer, the Trustee and the Master Servicer will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without further consent of the Certificateholders, and may result in the reduction of the reports filed by the Master Servicer on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Seller, Servicer, Trustee and the Master Servicer shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (g) In filing any Form 8-K or Form 10-K, the Master Servicer shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Master Servicer and reflected in distribution reports. Nothing in this Section 4.06(g) shall relieve the Master Servicer of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit I. (h) Prior to January 31st of the first year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall file a Form 15D Suspension Notification with respect to the Trust

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Indenture Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s Depositor's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Indenture Trustee shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Indenture Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Indenture Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Indenture Trustee from the Depositor of written termination of such power of attorney and (ii) the termination redemption of the TrustNotes. Notwithstanding anything herein to the contrary, the Depositor, and not the Indenture Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Issuer. (b) Each Form 8-K shall be filed by the Trust Administrator Indenture Trustee within 15 days after each Distribution Payment Date, with a copy of the statement to the Certificateholders Noteholders for such Distribution Payment Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Indenture Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorIndenture Trustee. If they are not so timely delivered, the Trust Administrator Indenture Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorIndenture Trustee. The Trust Administrator Indenture Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Indenture Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T E-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Indenture Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit E-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Indenture Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Indenture Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Indenture Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Indenture Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Indenture Trustee's obligations under this Section 10.13 4.02 or the Indenture Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Indenture Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.02 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Indenture Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.02 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Indenture Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Indenture Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form of Exhibit W-1 Indenture Trustee is able to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositordo so under applicable law, the Trust Administrator and each PersonIndenture Trustee shall file a Form 15 Suspension Notification with respect to the Issuer. (f) To the extent that, if anyfollowing the Closing Date, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act certifies that reports and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when certifications differing from those required any Officer’s Certificate required pursuant to under this Section 10.13(d)(i)4.02 comply with the reporting requirements under the Exchange Act, or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant the Indenture Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of this Section 10.13(d)(i). If an event occurs that would otherwise result 4.02 (in an indemnification obligation under clauses (iaccordance with Section 7.01) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under comply with such amended reporting requirements and such amendment of this Section 10.134.

Commission Reporting. (a) The Trust AdministratorSecurities Administrator shall, each Servicer and in accordance with industry standards, prepare (for execution by the Master Servicer shall reasonably cooperate Servicer) and file with the Depositor Commission, via XXXXX, the following reports in connection with respect of the Trust’s satisfying Trust as and to the reporting requirements extent required under the Exchange Act: (a) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Securities Administrator shall file (via XXXXX) such Forms on behalf each Form 10-D with a copy of the Depositorrelated Monthly Statement attached thereto. The Depositor hereby grants Any disclosure in addition to the Trust Monthly Statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall be reported by the parties set forth on Exhibit V to the Depositor and the Securities Administrator a limited power and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for the inaccuracy of attorney any Additional 10 D Disclosure provided by any party other than the Securities Administrator, or for any failure hereunder to execute and file each such document determine or prepare any Additional Form 10-D Disclosure, except to the extent of its obligations set forth in the next paragraph. (b) As set forth on behalf of Exhibit V hereto, within 5 calendar days after the Depositor. Such power of attorney shall continue until the earlier of related Distribution Date, (i) receipt the parties specified in Exhibit V hereto, shall be required to provide to the Securities Administrator and to the Depositor, to the extent known, in XXXXX-compatible format, or in such other format as agreed upon by the Trust Securities Administrator from and such party, the Depositor form and substance of written termination of such power of attorney any Additional Form 10-D Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the termination Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the TrustAdditional Form 10-D Disclosure on Form 10-D. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. (bc) Each After preparing the Form 810-K shall be filed by D, the Trust Securities Administrator within 15 days after each Distribution Dateshall, with upon request, forward electronically a copy of the statement Form 10-D to the Certificateholders Depositor (provided that such Form 10-D includes any Additional Form 10-D Disclosure). Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-D, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the process for execution and filing of the Form 10-D. A duly authorized representative of the Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on -87- time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 8.12. Each party to this Agreement acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(a)(i) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 8.12(a)(i). The Depositor acknowledges that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 8.12(i) related to the timely preparation, execution and filing of Form 10-D is also contingent upon any Servicing Function Participant strictly observing deadlines no later than those set forth in this paragraph that are applicable to the parties to this Agreement in the delivery to the Securities Administrator of any necessary Additional Form 10-D Disclosure pursuant to any applicable agreement. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Securities Administrator's inability or failure to receive, on a timely basis, any information from any other party hereto or any Servicing Function Participant needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (d) Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby instructs the Administrator to check "Yes" for each item, unless the Depositor shall notify the Securities Administrator in writing, no later than the fifth calendar day after the related Distribution Date as an exhibit thereto. Prior with respect to March 31st the filing of a report on Form 10-D, that the answer to either item should be "no." The Depositor has filed all reports required to be filed by Section 13 or 15(d) of the calendar Exchange Act during the preceding 12 months (or for such shorter period that the Depositor was required to file such reports) and it has been subject to such filing requirement for the past 90 days." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such Form 10-D. (a) On or prior to the 90th day after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act (the "10-K Filing Deadline") (it being understood that the fiscal year for the Trust ends on December 31st of each year), for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Securities Administrator shall prepare (for execution by the Master Servicer) and the rules and regulations file on behalf of the Commission), the Trust Administrator shall file a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust AdministratorSecurities Administrator within the applicable time frames set forth in this Agreement or the Servicing Agreements, (i) an annual compliance statement for each Servicer and the (A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 3.04, and (B) if any registered public accounting firm attestation report described under Section 3.04 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 3.05. If they are not so timely delivered, the Trust Administrator shall file an amended Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The ("Additional Form 10-K Disclosure") shall also include a certification be reported by the parties set forth on Exhibit W to the Depositor and the Securities Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except to the extent of its obligations set forth in the form attached hereto as next paragraph. (b) As set forth on Exhibit T W hereto, no later than March 10 (with a 5 calendar day cure period, but in no event later than March 15) of each year that the “Depositor Certification”)Trust is subject to the Exchange Act reporting requirements, which commencing in 2008, (i) the parties specified on Exhibit W shall be signed required to provide to the Securities Administrator and to the Depositor, to the extent known, in XXXXX-compatible format, or in such other format as agreed upon by the senior officer Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Depositor in charge Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W of securitizationtheir duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Trust Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator shall have no responsibility in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to file any items other than those specified in this Section 10.138.12(a)(ii)(B). (c) Not After preparing the Form 10-K, the Securities Administrator shall, upon request, forward electronically a copy of the Form 10-K to the Depositor. Within three Business Days after receipt of such copy, but no later than 15 calendar days before March 25th, the date on Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the Depositor’s annual report on absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is required to be filed in accordance final form and the Securities Administrator may proceed with the Exchange Act process for execution and the rules and regulations filing of the Commission (or, if such day is not a Business Day, Form 10-K. A senior officer of the immediately preceding Business Day), Master Servicer in charge of the Trust Administrator master servicing function shall sign the Form 10-K. If a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required cannot be filed on time or if a previously filed Form 10-K needs to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Dayamended, the immediately preceding Business Day), Securities Administrator will follow the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year procedures set forth in substantially the form paragraph (d) of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.138.

Commission Reporting. (a) The Trust Administrator, Trustee and each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXXEDGAR) such Forms on Foxxx xn behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s 's annual statement of compliance described under Section 3.16 115 and the accountant’s 's report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T W (the “"Depositor Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have no responsibility to file any items other than those specified in this Section 10.138.12. (c) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U X (the “Trust Administrator "Trustee Certification”") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 Section 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “"controls” " the Depositor within the meaning of the 1933 Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 8.12 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c8.12(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust Administrator’s Trustee's performance of its obligations under this Section 10.13 8.12 in order to perform its obligations under Section 10.13(b8.12(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master each Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s 's Certificate for the prior calendar year in substantially the form of Exhibit W-1 Y to this Agreement. The Master Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “"controls” " the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Securities Act and their respective officers officers, directors and directors affiliates from and against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, reasonable and necessary fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master such Servicer to deliver or cause caused to be delivered when required any Officer’s 's Certificate required pursuant to this Section 10.13(d)(i8.12(d), or (ii) any material misstatement or omission contained in any Officer’s 's Certificate provided pursuant to this Section 10.13(d)(i8.12(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i8.12(d) by the Master such Servicer is unavailable or insufficient to hold harmless such Persons, then the Master such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master such Servicer on the other. The Master Each Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master such Servicer’s 's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.138.12. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.12, to be conducted differently than as described, the Depositor, Servicers and Trustee will reasonably cooperate to amend the provisions of this Section 8.12 in order to comply with such amended reporting requirements and such amendment of this Section 8.12. Any such amendment shall be made in accordance with Section 10.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicers and Trustee shall not be obligated to enter into any amendment pursuant to this Section 8.12 that adversely affects its obligations and immunities under this Agreement. (g) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust. 117

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute each Form 8-K and file each such document Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s 's and the Master Servicer’s 's annual statement of compliance described under Section 3.16 and the accountant’s 's report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s 's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “"Depositor Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “"Trust Administrator Certification”") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “"controls” " the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s 's obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s 's performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s 's Certificate for the prior calendar year in substantially the form of Exhibit W-1 V-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “"controls” " the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s 's Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s 's Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s 's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (ai) The Trust Administrator, each Servicer Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Distribution Xxxxxt on Form 10-D, signed by the Depositor, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as an exhibit thereto. Prior to March 31st part of the calendar year following monthly statement or otherwise as part of the calendar year during which Form 10-D; provided that the Closing Date occurs Trust Administrator shall have received no later than four Business Days prior to the date such Distribution Report on Form 10-D is required to be filed, all information required to be provided to the Trust Administrator as described in Section 4.07(a)(iv). The information required to be filed on Form 10-D is as set forth in Exhibit C. The Trust Administrator shall not be responsible for determing what information is required to be filed on Form 10-D or for any filing that is not made on a timely basis in accordance with Regulation AB in the event that such information is not delivered to the Trust Administrator on or prior to the fourth Business Day prior to the applicable filing deadline. (or such earlier date as may be required ii) The Trust Administrator will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Exchange Act Depositor, as and the rules and regulations of the Commission)when required; provided, that, the Trust Administrator shall have received no later than four Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided or filed with such Current Report and required to be provided to the Trust Administrator as described in Section 4.07(a)(iv) below. The Depositor shall prepare or cause to be prepared and file the Current Report on Form 8-K attaching this Agreement as an exhibit. The information required to be filed on Form 8-K is as set forth in Exhibit C. The Trust Administrator shall not be responsible for determing what information is required to be filed on Form 8-K or for any filing that is not made on a timely basis in accordance with Regulation AB in the event that such information is not delivered to the Trust Adminsitrator on or prior to the fourth Business Day prior to the applicable filing deadline. (iii) No later than January 30, 2007, the Trust Administrator shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, the Servicer shall provide the Trust Administrator with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.21 and 3.22 (including with respect to any Sub-Servicer or subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trust Administrator shall, subject to subsection (d) below, file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations's interpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include as exhibitsthe Assessment of Compliance, each Servicer’s Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer’s annual statement of compliance described under Section 3.16 Servicer pursuant to Sections 3.20 and the accountant’s report described under Section 3.173.21 (including with respect to any Sub-Servicer or subcontractor, in each case if required to the extent they have been timely delivered be filed) and with respect to the Trust Administrator, and the Form 10-K certification in the form attached hereto as Exhibit H-1 (the "Certification") signed by the senior officer of the Depositor in charge of securitization; provided that the Trust Administrator shall have received no later than March 25th of each calendar year prior to the filing deadline for the Form 10-K all information, data and exhibits required to be provided or filed with such Form 10-K and required to be provided to the Trust Administrator as described in clause (a)(iv) below. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect information required to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The be filed on Form 10-K is as set forth in Exhibit C. The Trust Administrator shall also not be responsible for determing what information is required to be filed on Form 10-K or for any filing that is not made on a timely basis in accordance with Regulation AB in the event that such information is not delivered to the Trust Adminsitrator on or prior to the fourth Business Day prior to the applicable filing deadline. (iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trust Administrator's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit B as the responsible party for providing that information, if other than the Trust Administrator, as and when required as described above. The Depositor hereby agrees to notify and provide to the Trust Administrator all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit B as the responsible party for providing that information. The Servicer shall be responsible for determining the pool concentration applicable to any Sub-Servicer at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Depositor shall be responsible for determining the pool concentration applicable to any originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. In addition, in the event that affiliations among the parties to this transaction, other than as disclosed in the Prospectus Supplement under the heading "AFFILIATIONS AND RELATED TRANSACTIONS", are required to be reported on Form 10-K, the Depositor shall notify the Trust Administrator of such requirement by no later than March 1st of each year in which a Form 10-K is filed. (b) In addition, (x) the Trust Administrator shall sign a certification (in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”H-2) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 the Certification (the "Trust Administrator Certification"); provided, however, that the Trust Administrator shall not undertake an analysis of the Depositor Certification. In additionAttestation Report attached as an exhibit to the Form 10-K, and (y) the Servicer shall sign a certification (in the related form attached hereto as Exhibit H-3) for the benefit of the Depositor, the Trust Administrator shalland their officers, directors and Affiliates regarding certain aspects of the Certification (the "Servicer Certification"). The Servicer Certification shall be delivered to the Depositor and the Trust Administrator no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 4.07(a)). (c) In addition, (A) the provisions of Sections 10.01 and 10.02 hereof, Trust Administrator shall indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or third party claims based upon (i) a breach of the Trust Administrator’s 's obligations under this Section 10.13 4.07 or (ii) any inaccuracy made material misstatement or omission contained in the Trust Administrator Certification and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon (i) a breach of such Servicer's obligations under this Section 4.07, (ii) any material misstatement or omission contained in the Servicer's Certification, the Annual Statement of Compliance provided by the Servicer pursuant to Section 3.20, the Assessment of Compliance provided by the Servicer pursuant to Section 3.21 or (iii) any information correctly derived by the Trust Administrator and included in a Form 10-D or Form 10-K from information provided to the Trust Administrator by the Servicer under this Agreement. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act other and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs the Servicer agrees that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that Notwithstanding the Depositor and foregoing, in no event shall the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13be liable for any consequential, indirect or punitive damages.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-10- K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.19 and the accountant’s 's report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositor’s annual form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report on attached as an exhibit to the Form 10-K K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.06 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify 108 and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of Exhibit W-1 this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this AgreementSection 4.06. The Master Servicer agrees to indemnify and hold harmless each Any such amendment may result in the reduction of the Depositorreports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against Trustee shall not be obligated to enter into any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required amendment pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of adversely affects its obligations and immunities under this Agreement in order to perform their respective obligations under this Section 10.13Agreement.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 calendar days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date as an exhibit theretoDate. Prior Any disclosure in addition to March 31st of the calendar year following monthly statement required to be included on the calendar year during which the Closing Date occurs Form 10-D (or such earlier date as may “Additional Form 10-D Disclosure”) shall be required determined and prepared by the Exchange Act entity that is indicated in Exhibit B as the responsible party for providing that information, and shall be reported by such entity to the rules Depositor and regulations of the Commission), the Trust Administrator shall file a Form 10-K, in substance as required and approved by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorDepositor. The Trust Administrator shall have no duty or liability with respect to for any failure hereunder to properly determine or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Additional Form 10-K shall also include a certification D Disclosure absent such reporting (other than in the form attached hereto as Exhibit T (case where the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall is the reporting party as set forth in Exhibit B) and approval, and the Trust Administrator will have no responsibility duty or liability to file verify the accuracy or sufficiency of any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on such Additional Form 10-K D Disclosure (except in any case where the Trust Administrator is required the responsible party for providing that information pursuant to be filed in accordance with Exhibit B). Within 5 calendar days after the Exchange Act and the rules and regulations of the Commission related Distribution Date (or, or if such day is not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator and the Depositor, to the extent known, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, and clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. The Trust Administrator shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Additional Form 10-D Disclosure. After preparing the Form 10-D, the Trust Administrator shall sign forward electronically a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit copy of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of Form 10-D to the Depositor Certification(in every case where the Form 10-D includes Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. In additionWithin two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trust Administrator shallshall have forwarded a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), subject the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 10-D. No later than 2 Business Days prior to the provisions of Sections 10.01 and 10.02 hereof15th calendar day after the related Distribution Date, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning a duly authorized officer of the 1933 Act Master Servicer shall sign the Form 10-D and its officersreturn an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, directors the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and affiliates from the Trust Administrator of their respective duties under Sections 4.06(a)(i) and against (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trust Administrator shall have any lossesliability for any loss, damagesexpense, penaltiesdamage, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses claim arising out of or based upon a breach of with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Trust Administrator’s obligations under this Section 10.13 inability or failure to receive, on a timely basis, any inaccuracy made in the Trust Administrator Certification. If the indemnification provided information from any other party hereto needed to prepare, arrange for in this Section 10.13(c) is unavailable execution or insufficient to hold harmless file such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (orD, if such day is not a Business Dayresulting from its own negligence, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor bad faith or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13willful misconduct.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator As set forth below, the Trustee shall prepare on behalf of the Depositor any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder. (b) Each The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Servicer shall have timely notified the Trustee of an item reportable on a Form 8-K (unless such item is specific to the Trustee, in which case the Trustee will be deemed to have notice) and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Form 8-K, all information, signatures, data, and exhibits required to be provided or filed with such Form 8-K. The Trustee shall not be responsible for determining what information is required to be filed on a Form 8-K in connection with the transactions contemplated by this Agreement (unless such information is specific to the Trust Administrator within Trustee, in which case the Trustee will be responsible for making such a determination) or what events shall cause a Form 8-K to be required to be filed (unless such event is specific to the Trustee, in which case the Trustee will be responsible for causing such Form 8-K to be filed) and shall not be liable for any late filing of a Form 8-K in the event that it does not receive all information, data, signatures and exhibits required to be provided or filed on or prior to the second Business Day prior to the applicable filing deadline. (c) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards and the rules of the Commission as in effect from time to time, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System (“XXXXX”), and the Depositor shall sign, a Form 10-D that includes (i) a copy of the statement to the Certificateholders for such Distribution Date prepared by the Trustee pursuant to Section 4.02, (ii) such other information provided to the Trustee by the Servicers, as an exhibit theretois required by Form 10-D, including, but not limited to, the information required by Item 1121 (17 C.F.R. § 229.1121) of Regulation AB and (iii) such other information provided to the Trustee by the Depositor as is required by Item 7 of Form 10-D; provided that such information is provided to the Trustee no later than the first Business Day immediately following the related Determination Date. The Trustee shall not be responsible for determining what information is required to be filed on Form 10-D (unless such information is specific to the Trustee, in which case the Trustee will be responsible for making such a determination) or for any filing that is not made on a timely basis in accordance with Regulation AB in the event that such information is not delivered to the Trustee on or prior to the first Business Day immediately following the related Determination Date. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under required to be delivered pursuant to Section 3.16 3.20 and the accountanteach Accountant’s report described under Attestation and Assessment of Compliance required to be furnished pursuant to Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee (or the Depositor, in the case of the Trustee’s Assessment of Compliance) and such other information as is required by Regulation AB. If they such documents are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. Not later than 5 Business Days before the date on which the Depositor’s Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Depositor will deliver to the Trustee a form of the Depositor Certification. The Trust Administrator Depositor shall subsequently deliver to the Trustee the executed Depositor Certification no later than the date on which the Form 10-K is required to be filed. The Trustee shall have no responsibility to file any items other than those specified in this Section 10.134.06; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under Regulation AB. The Trustee shall not be responsible for determining what information is required to be filed on a Form 10-K in connection with the transactions contemplated by this Agreement and shall not be liable for any late filing of a Form 10-K or for the expenses of filing an amendment to a Form 10-K in the event that it does not receive the documents required to be delivered to it in accordance with Section 3.20, Section 3.21 or this Section 4.06 or an executed copy of the Form 10-K from the Depositor later than the times set forth herein. (cd) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U I (the “Trust Administrator Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and Depositor, the Servicer, each Person, if any, who that “controls” the Depositor or the Servicer within the meaning of the 1933 Securities Act and its their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c4.06(d) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust AdministratorTrustee’s performance of its obligations under this Section 10.13 4.06 in order to perform its obligations under Section 10.13(b4.06 (b) above. (d) (ie) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission Commissions (or, if such day is not a Business Day, the immediately preceding Business Day), ) the Master Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s Certificate for the prior calendar year year, substantially in substantially the form of attached hereto as Exhibit W-1 to this AgreementJ (the “Servicer Certification”). The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and Trustee, each Person, if any, who “controls” the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Securities Act and their respective officers officers, directors and directors affiliates from and against any and all losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i4.06 (e), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i4.06 (e). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i4.06 (e) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator the Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.134.06. (f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor and the Servicer a copy of any executed report, statement or information. (g) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 4.06, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment shall be made in accordance with Section 11.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 4.06 that adversely affects its obligations and immunities under this Agreement. (h) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust. (i) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Trustee will immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and the Servicer and such parties will cooperate to prepare any necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a senior officer of the Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 11.05 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Trustee shall not have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to provide individual powers of attorney and a board resolution authorizing the grant of such power of attorney each time the Trustee acts in such capacity, and the Trustee shall file such powers of attorney and resolutions in accordance with the Exchange Act and the rules and regulations promulgated thereunder

Commission Reporting. (ai) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements (as such requirements may be revised from time to time by law or regulation) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare and sign on behalf of the Depositor Trust Fund any Forms Form 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder and shall file (via the Commission's Electronic Data Gathering and Retrieval System) such Form 8-K on behalf of the Depositor. The Trustee shall 108 prepare and the party signing the Certification referenced below shall sign on behalf of the Trust Fund any Form 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXXthe Commission's Electronic Data Gathering and Retrieval System) such Forms Form 10-K on behalf of the Depositor. The With respect to any Form 8-K (except for the initial Form 8-K which is filed by the Depositor) the Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the TrustTrust Fund. (bii) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-10- K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.20 and the accountant’s 's report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T H-1 (or such other form as may be permitted under the Exchange Act and the Rules and Regulations of the Commission thereunder) (the “Depositor "Certification”"), with any necessary exceptions noted therein, which shall be signed by the senior officer a Servicing Officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13Master Servicer. (ciii) Not later than 15 calendar days before the date on which the Depositor’s annual report on In addition, for so long as a Form 10-K is required filed pursuant to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Daythis Section 4.07, the immediately preceding Business Day), the Trust Administrator Trustee shall sign and deliver to the Master Servicer by March 15th of each calendar year a certification (in the form attached hereto as Exhibit U (the “Trust Administrator Certification”H-2) for the benefit of the Depositor Master Servicer and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). If the Master Servicer does not receive the Trustee's certification by March 15th of each calendar year, the Master Servicer shall inform the Depositor Certification. of such non-delivery and the Depositor shall cause the Trustee to deliver its certification to the Master Servicer promptly. (iv) In addition, (a) the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, Trustee shall indemnify and hold harmless the Depositor Depositor, the Master Servicer and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its their respective officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.07 or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (b) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.07 or the Master Servicer's negligence, bad faith or 109 willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (x) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that other in connection with a breach of the Depositor is relying on the Trust Administrator’s performance of its Trustee's obligations under this Section 10.13 4.07 or the Trustee's negligence, bad faith or willful misconduct in order to perform its obligations under Section 10.13(bconnection therewith and (y) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on other in connection with a breach of the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective 's obligations under this Section 10.134.07 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. (v) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (vi) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund. (vii) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.07 comply with the reporting requirements under the Exchange Act, the Trustee and the Master Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.07 in order to comply with such amended reporting requirements and such amendment of this Section 4.07. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act.

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior Subject to Section 4.07(e), prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s 's interpretations. The Trustee shall prepare such Form 10-K and provide the Depositor with such Form 10-K not later than March 20th of each year, subject to Section 4.07(e). Following its receipt thereof, the Depositor shall execute such Form 10-K and provide the original of such Form 10-K to the Trustee not later than March 25th (or, if the applicable March 25th is not a Business Day, the next succeeding Business Day) of each year; provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March 30th of each year as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission, then the time periods for preparation and execution of such Form 10-K set forth in this sentence shall be adjusted accordingly). Such Form 10-K when filed shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.20 and the accountant’s 's report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, (x) the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification (in the form attached hereto as Exhibit U (the “Trust Administrator Certification”J-2) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 the Certification (the "Trustee Certification"); provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K, and (y) the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the "Master Servicer Certification"). The Master Servicer Certification shall be delivered to the Depositor Certificationand the Trustee no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 4.07(e) hereof). In addition, (A) the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, Trustee shall indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or third party claims based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 4.07 or any inaccuracy made material misstatement or omission contained in the Trust Administrator Trustee Certification, and (B) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Master Servicer's obligations under this Section 4.07(c), any material misstatement or omission contained in the Master Servicer's Certification or any information correctly derived by the Trustee and included in a Form 8-K or Form 10-K from information provided to the Trustee by the Master Servicer under this Agreement. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator Trustee agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(bother and (ii) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The . (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.07 comply with the reporting requirements under the Exchange Act, the Trustee and the Master Servicer acknowledges hereby agree that they will reasonably cooperate to amend the Depositor and the Trust Administrator are relying on the Master Servicer’s performance provisions of its obligations under this Agreement Section 4.07 in order to perform their respective obligations under comply with such amended reporting requirements and such amendment of this Section 10.134.07; provided, however, that the Trustee shall not be responsible for executing any Form 10-K or the Certification. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act.

Commission Reporting. (a) The Trust AdministratorSecurities Administrator shall, each Servicer in accordance with industry standards, prepare and the Master Servicer shall reasonably cooperate file with the Depositor Commission, via XXXXX, the following reports in connection with respect of the Trust’s satisfying Trust as and to the reporting requirements extent required under the Exchange Act: (A) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Securities Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Trust Securities Administrator shall prepare file each Form 10-D with a copy of the related Monthly Statement attached thereto. Any disclosure in addition to the Monthly Statement that is required to be included on behalf Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any Forms 8-K and failure hereunder to determine or prepare any Additional Form 10-K customary for similar securities D Disclosure, except as required by set forth in the Exchange Act and next paragraph. (B) As set forth on Exhibit V hereto, within 5 calendar days after the rules and regulations of the Commission thereunderrelated Distribution Date, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt certain parties (as specified in Exhibit V hereto), shall be required to provide to the Securities Administrator and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator from and such party, the Depositor form and substance of written termination of such power of attorney any Additional Form 10-D Disclosure, if applicable, and (ii) the termination Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator shall file a Additional Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report D Disclosure on Form 10-K is required to D. The Depositor shall be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) responsible for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of assessed or based upon a breach of incurred by the Trust Administrator’s obligations under this Section 10.13 or Securities Administrator in connection with including any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report Additional Form 10-D Disclosure on Form 10-K is required D pursuant to be filed in accordance with this paragraph. (C) Upon request, after preparing any Form 10-D which contains any Additional Form 10-D Disclosure, the Exchange Act and the rules and regulations Securities Administrator shall forward electronically a draft copy of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver Form 10-D to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees for review. No later than 2 Business Days prior to indemnify and hold harmless each of the Depositor15th calendar day after the related Distribution Date, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure a duly authorized representative of the Master Servicer in charge of the master servicing function shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to deliver follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or cause if a previously filed Form 10-D needs to be delivered when required any Officer’s Certificate required pursuant to amended, the Securities Administrator will follow the procedures set forth in paragraph (d) of this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.138.12.

Commission Reporting. (a) The Trust Administrator, each Servicer Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator shall prepare on behalf of the Depositor Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trust Administrator shall file (via XXXXXthe Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trust Administrator, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior Subject to Section 4.07(e), prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s 's interpretations. The Trust Administrator shall prepare such Form 10-K and provide the Depositor with such Form 10-K not later than March 20th of each year, subject to Section 4.07(e). Following its receipt thereof, the Depositor shall execute such Form 10-K and provide the original of such Form 10-K to the Trust Administrator not later than March 25th (or, if the applicable March 25th is not a Business Day, the next succeeding Business Day) of each year; provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March 30th of each year as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission, then the time periods for preparation and execution of such Form 10-K set forth in this sentence shall be adjusted accordingly). Such Form 10-K when filed shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s 's annual statement of compliance described under Section 3.16 3.20 and the accountant’s 's report described under Section 3.173.21, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s 's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor "Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission In addition, (or, if such day is not a Business Day, the immediately preceding Business Day), x) the Trust Administrator shall sign a certification (in the form attached hereto as Exhibit U (the “Trust Administrator Certification”J-2) for the benefit of the Depositor and its officers, directors and affiliates Affiliates regarding certain aspects of items 1 through 3 the Certification (the "Trust Administrator Certification"); provided, however, that the Trust Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K, and (y) the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trust Administrator and their officers, directors and Affiliates regarding certain aspects of the Certification (the "Master Servicer Certification"). The Master Servicer Certification shall be delivered to the Depositor Certificationand the Trust Administrator no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 4.07(e) hereof). The Trust Administrator Certification shall be delivered to the Depositor no later than March 15th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 4.07(e) hereof). In addition, (A) the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, shall indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or third party claims based upon a breach of the Trust Administrator’s 's obligations under this Section 10.13 4.07 or any inaccuracy made material misstatement or omission contained in the Trust Administrator Certification, and (B) the Master Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Master Servicer's obligations under this Section 4.07(c), any material misstatement or omission contained in the Master Servicer's Certification or any information correctly derived by the Trust Administrator and included in a Form 8-K or Form 10-K from information provided to the Trust Administrator by the Master Servicer under this Agreement. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor, then (i) the Trust Administrator agrees that it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(bother and (ii) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer it shall contribute to the amount paid or payable by such Persons the Depositor as a result of the losses, claims, damages or liabilities of such Persons the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that . (d) Upon any filing with the Depositor Securities and Exchange Commission, the Trust Administrator are relying on shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30th of the first year in which the Trust Administrator is able to do so under applicable law, the Trust Administrator shall file a Form 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.07 comply with the reporting requirements under the Exchange Act, the Trust Administrator and the Master Servicer’s performance Servicer hereby agree that they will reasonably cooperate to amend the provisions of its obligations under this Agreement Section 4.07 in order to perform their respective obligations under comply with such amended reporting requirements and such amendment of this Section 10.134.07; provided, however, that the Trust Administrator shall not be responsible for executing any Form 10-K or the Certification. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act. The Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator within Within 15 calendar days after each Distribution Date, the Trust Administrator shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EXXXX”), a distribution report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trust Administrator to the Certificateholders for such Distribution Date. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit B as the responsible party for providing that information, and shall be reported by such entity to the Depositor and the Trust Administrator and approved by the Depositor. The Trust Administrator shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval, and the Trust Administrator will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure (except in any case where the Trust Administrator is the responsible party for providing that information pursuant to Exhibit B). Within 5 calendar days after the related Distribution Date (or if not a Business Day, the immediately preceding Business Day), each entity that is indicated in Exhibit B as an exhibit theretothe responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trust Administrator and the Depositor, to the extent known, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, and clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Prior The Trust Administrator shall compile the information provided to March 31st it, prepare the Form 10-D and forward the Form 10-D to the Depositor. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Additional Form 10-D Disclosure. After preparing the Form 10-D, the Trust Administrator shall forward electronically a copy of the Form 10-D to the Depositor (in every case where the Form 10-D includes Additional 10-D Disclosure and otherwise if requested by the Depositor) and the Master Servicer for review. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date (provided that, the Trust Administrator shall have forwarded a copy of the Form 10-D no later than the 10th calendar after the Distribution Date), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-D is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 10-D. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a duly authorized officer of the Master Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(i) and (v) related to the timely preparation, execution and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections. Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-D, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ii) Within 4 Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Trust Administrator shall prepare and file, at the direction of the Depositor, on behalf of the Trust, any Form 8-K, as required by the Exchange Act; provided that, the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than 5:00 p.m. New York City time on the 2nd Business Day after the occurrence of a Reportable Event (i) the responsible parties set forth in Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Form 8-K Disclosure Information, if applicable, and (ii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. After preparing the Form 8-K, the Trust Administrator shall forward electronically a copy of the Form 8-K to the Depositor and the Master Servicer for review. No later than the close of business New York City time on the 3rd Business Day after the Reportable Event, an officer of the Master Servicer shall sign the Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event (provided that, the Trust Administrator shall have forwarded a copy of the Form 8-K no later than the 2nd Business Day after the Reportable Event), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 8-K is in final form and the Trust Administrator may proceed with arrangements for the execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Trust Administrator shall follow the procedures set forth in Section 4.06(a)(v). Once the Form 8-K has been filed with the Commission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by Master Servicer and the Trust Administrator of their respective duties under this Section 4.06(a)(ii) related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Master Servicer’s or the Trust Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. (iii) Within 90 days after the end of each fiscal year following of the calendar year during which the Closing Date occurs (Trust or such earlier date as may be required by the Exchange Act and (the rules and regulations “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of the Commissioneach year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by applicable law or applicable Commission staff’s interpretationsthe Exchange Act. Such Each such Form 10-K shall include as exhibits, each Servicer’s and the Master Servicer’s annual statement of compliance described under Section 3.16 and the accountant’s report described under Section 3.17following items, in each case to the extent they have been timely delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, (I) an Annual Statement of Compliance for the Master Servicer and any Sub-servicer, as provided under Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or subcontractor’s participating in the servicing function, the Trust Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (III)(A) the Attestation Report for the Master Servicer, each Sub-servicer and subcontractor participating in the servicing function, the Trust Administrator, the Paying Agent and the Custodian, as provided under Section 3.21, and (B) if any Attestation Report rendered as contemplated under Section 3.21 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Attestation Report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (IV) a Master Servicer Certification in the form prescribed by Exhibit H (provided, however, that the Trust Administrator, at its discretion, may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (I) through (IV) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be, pursuant to the paragraph immediately below, reported by the responsible parties set forth on Exhibit B to the Trust Administrator and the Depositor and approved by the Depositor, and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting (other than in the case where the Trust Administrator is the reporting party as set forth in Exhibit B) and approval. No later than March 15th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (A) the responsible parties set forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv) below to the Trust Administrator and the Depositor, to the extent known by a responsible officer thereof, in EXXXX-compatible format, or in such other form as otherwise agreed upon by the Trust Administrator and the Depositor and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. After preparing the Form 10-K, the Trust Administrator shall forward electronically a copy of the Form 10-K to the Depositor and the Master Servicer for review. Within 3 Business Days after receipt of such copy, but no later than March 25th (provided that, the Trust Administrator forwards a copy of the Form 10-K no later than the 3rd Business Day prior to March 25th), the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval, the Trust Administrator shall be entitled to assume that such Form 10-K is in final form and the Trust Administrator may proceed with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If they are a Form 10-K cannot so timely deliveredbe filed on time or if a previously filed Form 10-K needs to be amended, the Trust Administrator shall file an amended will follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-K including such documents as exhibits promptly after they are delivered to has been filed with the Trust AdministratorCommission it will be available through EXXXX at wxx.xxx.xxx. The Trust Administrator will provide copies of the report to investors, free of charge, upon request. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Trust Administrator of their respective duties under Sections 4.06(a)(iii) through (v) related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under such Sections and under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust Administrator shall have no any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly or prepare, execute and/or timely prepare or file such periodic reports resulting Form 10-K, where such failure results from the Master Servicer’s or relating to the Trust Administrator’s inability or failure to obtain receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence negligence, bad faith or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s obligations under this Section 10.13 or any inaccuracy made in the Trust Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit W-1 to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when required any Officer’s Certificate required pursuant to this Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.

Commission Reporting. (a) The Trust Administrator, each Servicer and the Master Servicer Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust Administrator Trustee shall prepare on behalf of the Depositor Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trust Administrator Trustee shall file (via XXXXXthe Commission’s Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the DepositorDepositor (or such other entity). The Depositor hereby grants to the Trust Administrator Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of the calendar each year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits, each Servicer’s and exhibits the Master Servicer’s annual statement of compliance described under Section 3.16 3.19 and the accountant’s report described under Section 3.173.20, in each case to the extent they have been timely delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust AdministratorTrustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T J-1 (the “Depositor Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no responsibility to file any items other than those specified in this Section 10.13. (c) Not later than 15 calendar days before In addition, the date on which Trustee shall sign a certification (in the Depositorform attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant’s annual report on attached as an exhibit to the Form 10-K K). The Trustee’s certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is required to be filed in accordance with not a Business Day, the Exchange Act immediately preceding Business Day) and the rules and regulations Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of the Commission each year (or, or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U (the “Trust Administrator Certification”) for the benefit of indemnify and hold harmless the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the 1933 Act and its officers, directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust AdministratorTrustee’s obligations under this Section 10.13 4.06 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any inaccuracy made losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in the Trust Administrator Certificationconnection therewith. If the indemnification provided for in this Section 10.13(c) herein is unavailable or insufficient to hold harmless such Personsthe Depositor or the Trustee, as applicable, then the Trust Administrator other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by such Persons the other party as a result of the losses, claims, damages or liabilities of such Persons the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust Administrator’s performance of its obligations under this Section 10.13 in order to perform its obligations under Section 10.13(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance Upon any filing with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business DayCommission, the immediately preceding Business Day), the Master Servicer will Trustee shall promptly deliver to the Depositor and a copy of any executed report, statement or information. (e) Prior to January 30th of the Trust Administrator an Officer’s Certificate for the prior calendar first year in substantially which the form of Exhibit W-1 Trustee is able to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositordo so under applicable law, the Trust Administrator and each PersonTrustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, if anyfollowing the Closing Date, who “controls” the Depositor or the Trust Administrator within the meaning of the 1933 Act certifies that reports and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause to be delivered when certifications differing from those required any Officer’s Certificate required pursuant to under this Section 10.13(d)(i)4.06 comply with the reporting requirements under the Exchange Act, or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant the Trustee hereby agrees that it shall reasonably cooperate to amend the provisions of this Section 10.13(d)(i). If an event occurs that would otherwise result 4.06 (in an indemnification obligation under clauses (iaccordance with Section 11.01) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and the Trust Administrator are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.13.comply with such amended reporting requirements and such amendment of

Commission Reporting. (a) The Trust Administrator, each Servicer Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s 's satisfying the reporting requirements under the Exchange Act. The Trust Administrator Trustee shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Depositor shall sign and the Trust Administrator Trustee shall file (via XXXXXEDGAR) such Forms on behalf of the Depositor. The Depositor hereby grants xxxxts to the Trust Administrator Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. (b) Each Form 8-K shall be filed by the Trust Administrator Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trust Administrator Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 's interpretations. Such Form 10-K shall include as exhibits, each the Servicer’s and the Master Servicer’s 's annual statement of compliance described under Section 3.16 and the accountant’s 's report described under Section 3.17, in each case to the extent they have been timely 126 delivered to the Trust AdministratorTrustee. If they are not so timely delivered, the Trust Administrator Trustee shall file an amended Form 10-K including such documents as exhibits promptly after they are delivered to the Trust AdministratorTrustee. The Trust Administrator Trustee shall have no liability with respect to any failure to properly or timely prepare or file such periodic reports resulting from or relating to the Trust Administrator’s Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit T W (the “"Depositor Certification”"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Trust Administrator Trustee shall have no responsibility to file any items other than those specified in this Section 10.138.12. (c) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator Trustee shall sign a certification in the form attached hereto as Exhibit U X (the “Trust Administrator "Trustee Certification”") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trust Administrator Trustee shall, subject to the provisions of Sections 10.01 Section 8.01 and 10.02 8.02 hereof, indemnify and hold harmless the Depositor and each Person, if any, who “"controls” " the Depositor within the meaning of the 1933 Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trust Administrator’s Trustee's obligations under this Section 10.13 8.12 or any inaccuracy made in the Trust Administrator Trustee Certification. If the indemnification provided for in this Section 10.13(c8.12(c) is unavailable or insufficient to hold harmless such Persons, then the Trust Administrator Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator Trustee on the other. The Trust Administrator Trustee acknowledges that the Depositor is relying on the Trust Administrator’s Trustee's performance of its obligations under this Section 10.13 8.12 in order to perform its obligations under Section 10.13(b8.12(b) above. (d) (i) Not later than 15 calendar days before the date on which the Depositor’s 's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trust Administrator Trustee an Officer’s 's Certificate for the prior calendar year in substantially the form of Exhibit W-1 Y to this Agreement. The Master Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator Trustee and each Person, if any, who “"controls” " the Depositor or the Trust Administrator Trustee within the meaning of the 1933 Securities Act and their respective officers officers, directors and directors affiliates from and against any and all losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or cause caused to be delivered when required any Officer’s 's Certificate required pursuant to this Section 10.13(d)(i8.12(d), or (ii) any material misstatement or omission contained in any Officer’s 's Certificate provided pursuant to this Section 10.13(d)(i8.12(d). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(i8.12(d) by the Master Servicer is unavailable or insufficient to hold harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trust Administrator Trustee on the one hand and the Master Servicer on the other. The Master Servicer acknowledges that 127 the Depositor and the Trust Administrator Trustee are relying on the Master Servicer’s 's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 10.138.12. (e) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (f) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.12, to be conducted differently than as described, the Depositor, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section 8.12 in order to comply with such amended reporting requirements and such amendment of this Section 8.12. Any such amendment shall be made in accordance with Section 10.01 without the consent of the Certificateholders, and may result in a change in the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section 8.12 that adversely affects its obligations and immunities under this Agreement. (g) Prior to January 31 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust. 128