Common use of Compliance with Regulation AB Clause in Contracts

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 33.01 Intent of the Parties; Reasonableness. The Purchaser and the each Seller acknowledge acknowledges and agree agrees that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, each Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Sellers shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerSellers, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Sellers by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser Purchaser, Seller and the Seller Servicer acknowledge and agree that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, Seller and Servicer acknowledge that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, Seller and the Seller Servicer shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller and sold the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 33.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge acknowledges and agree agrees that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 SECTION 14.01 Intent of the Parties; Reasonableness. The Purchaser Discover Bank on behalf of the Holder of the Seller Certificate, the Master Servicer, the Servicer and the Seller Trustee acknowledge and agree that the purpose of Section 32 of this Agreement Article XIV is to facilitate compliance by the Purchaser and any Depositor Seller with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser Master Servicer nor any Depositor Seller shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than such Master Servicer or Seller’s compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and Trustee agrees to comply with reasonable requests made by the Purchaser or any Depositor cooperate in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, reasonable request by the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Master Servicer or any Depositor Seller for information regarding the Trustee which is required in order to permit the Purchaser enable such Master Servicer or such Depositor Seller to comply with the provisions of Regulation AB, together with such disclosures relating AB as it relates to the SellerTrustee or to the Trustee’s obligations under this Agreement or any Series Supplement, provided that such information is available to the Trustee without unreasonable expense or effort and within the timeframe as is reasonably requested. The Master Servicer and each Servicer agrees to cooperate in good faith with any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed reasonable request by the Purchaser Master Servicer or any Depositor to be necessary Seller for information regarding the Master Servicer or such Servicer (or any Servicing Participant that it engages) which is required in order to effect enable such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (Master Servicer or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its the provisions of Regulation AB as it relates to the Master Servicer or such Servicer or to the Master Servicer or such Servicer’s obligations under Regulation AB, including, without limitation, providing this Agreement or any Series Supplement or the obligations of any Servicing Participant that it engages under any servicing or subservicing agreement to the Seller Static Pool Informationextent related to servicing the Receivables, provided that such information is available to the Master Servicer and each Servicer without unreasonable expense or effort and within the timeframe as set forth is reasonably requested. Terms used in Item 1105(a)(2) and (3) this Article XIV that are defined in Regulation AB but are not defined in Section 1.01 of this Agreement shall have the meanings ascribed to them in Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the PartiesSECTION 12.01. INTENT OF THE PARTIES; ReasonablenessREASONABLENESS. The Purchaser Seller and the Seller Purchaser acknowledge and agree that the purpose of Section 32 this Article XII of this Agreement is to facilitate compliance by the Purchaser Seller and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Purchaser acknowledges that investors in privately offered securities may require that the Seller or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser Seller nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and and, in each case, the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act) and the Xxxxxxxx-Xxxxx Act. The Seller Purchaser acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Seller, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of established and evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Purchaser shall cooperate fully with the Purchaser Seller and any Master Servicer to deliver to the Purchaser Seller (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Seller, the Master Servicer or any Depositor to permit the Purchaser Seller, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerPurchaser, any Third-Party Originator Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser Seller or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer In the event of Mortgage Loans from a Qualified Correspondent) any conflict between this Article XII and sold to the Purchaser pursuant to any other term or provision in this Agreement, the provisions of this Article XII shall control. The Seller (including any of its assignees or designees) shall cooperate the Purchaser shall, by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller 's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 36.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 36 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 5.1. Intent of the Partiesparties; Reasonableness. The Purchaser and the Seller parties hereto acknowledge and agree that the purpose of Section 32 of this Agreement Article V is to facilitate compliance by the Purchaser Depositor, the Master Servicer, the Certificate Administrator and any Depositor the Trustee with the provisions of Regulation AB and related rules and regulations of the Commission. Neither None of the Purchaser Depositor, the Master Servicer, the Certificate Administrator nor any Depositor the Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities 1933 Act, the Exchange 1934 Act and the rules and regulations of the Commission thereunderunder the 1933 Act and the 1934 Act. The Seller Each of the parties hereto acknowledges that interpretations of the requirements of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the assetmortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor Depositor, the Master Servicer, the Certificate Administrator and the Trustee in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABAB to the extent reasonably practicable. In connection The Custodian shall cooperate reasonably with any Securitization Transactionthe Depositor, the Seller shall cooperate fully with Master Servicer, the Purchaser Certificate Administrator and the Trustee to deliver to the Purchaser Depositor, the Master Servicer and the Certificate Administrator (including any of its their respective assignees or designees) and any Depositor), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable reasonable, good faith determination of the Purchaser or any Depositor Depositor, the Master Servicer, the Certificate Administrator and the Trustee to permit the Purchaser or such Depositor Depositor, the Master Servicer, the Certificate Administrator and the Trustee to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent (i) Party A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (the “Depositor”) may be required under Regulation AB, as defined in the Pooling and Servicing Agreement, to disclose certain financial information regarding Party A or its group of affiliated entities, if applicable, depending on the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to facilitate compliance file periodic reports under the Exchange Act with respect to the Certificates, Party B or the Depositor requests from Party A the applicable financial information described in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the Purchaser Depositor, based on "significance estimates" made in substantially the same manner as that used in the Sponsor's internal risk management process in respect of similar instruments and any furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a commercially reasonable manner) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the provisions Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity through a Permitted Transfer to replace Party A as party to this Agreement on terms substantially similar to this Agreement, which entity (or a guarantor thereto) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faithclause (1) above, or for purposes other than compliance (3) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the financial information disclosure requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions Item 1115 of Regulation AB, together with and cause such disclosures relating affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the Seller, any Third-Swap Provider. (iv) Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationA agrees that, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect event that Party A provides Swap Financial Disclosure to the Mortgage Loans reasonably necessary for the Seller Depositor in accordance with clause (iii)(1) above or causes its affiliate to comply with its obligations under Regulation AB, including, without limitation, providing provide Swap Financial Disclosure to the Seller Static Pool InformationDepositor in accordance with clause (iii)(3) above, as set forth it will indemnify and hold harmless the Depositor, its respective directors or officers and any person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in Item 1105(a)(2) and (3) such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the statements therein, in light of Regulation ABthe circumstances under which they were made, not misleading.

Compliance with Regulation AB. Subsection 32.01 36.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 36 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 4.1. Intent of the Partiesparties; Reasonableness. The Purchaser and the Seller parties hereto acknowledge and agree that the purpose of Section 32 of this Agreement Article IV is to facilitate compliance by the Purchaser Depositor, the Master Servicer and any Depositor the Securities Administrator with the provisions of Regulation AB and related rules and regulations of the Commission. Neither The Depositor, the Purchaser nor any Depositor Master Servicer and the Securities Administrator shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderunder the Securities Act and the Exchange Act. The Seller Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the assetmortgage-backed securities markets, advice of counsel, or otherwise, and the Custodian agrees to comply with reasonable requests made by the Purchaser or any Depositor Depositor, the Master Servicer and the Securities Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABAB to the extent reasonably practicable, unless otherwise advised in writing by counsel. In connection The Custodian shall cooperate reasonably with any Securitization Transactionthe Depositor, the Seller shall cooperate fully with Master Servicer and the Purchaser Securities Administrator to deliver to the Purchaser Depositor and the Master Servicer (including any of its their respective assignees or designees) and any Depositor), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable reasonable, good faith determination of the Purchaser or any Depositor Depositor, the Master Servicer and the Securities Administrator to permit the Purchaser or such Depositor Depositor, the Master Servicer and the Securities Administrator to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 7.01 Intent of the Parties; Reasonableness. ---------------------------------- From and after each Closing Date, Seller will service and administer each Mortgage Loan purchased on such Closing Date pursuant to the terms of the Amended and Restated Master Servicing Agreement for the benefit of Purchaser, as the initial "Purchaser" thereof, and such Mortgage Loan will be deemed to be added to the "MSA Mortgage Loan Schedule" under the Amended and Restated Master Servicing Agreement. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 7 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the The Purchaser nor any Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the each Seller acknowledge and agree that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the each Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerSellers, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Sellers by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 2.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller Company acknowledge and agree that the purpose of Section 32 Article II of this Agreement Reg AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Reg AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Purchaser, the Master Servicer or any Depositor to permit the Purchaser Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerCompany, any Third-Party Originator Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller information required to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 14.01 Intent of the Parties; Reasonableness. The Purchaser Owner and the Seller Servicer acknowledge and agree that the purpose of Section 32 the provisions of this Agreement relating to Regulation AB set forth in Sections 4.04, 4.05, 4.06, 4.10, 4.11, 5.02, 8.01(c), 8.01(d) and 10.09 of this Agreement is to facilitate compliance by the Purchaser Owner and any Depositor depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser Owner nor any Depositor depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Securities Exchange Act and the rules and regulations of the Commission thereunder. The Seller Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether time due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, staff and agrees to comply negotiate in good faith with reasonable requests made by the Purchaser Owner or any Depositor in good faith with regard to any reasonable requests for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Servicer shall cooperate fully with the Purchaser Owner to deliver to the Purchaser Owner (including any of its assignees or designees) and any Depositordepositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser Owner or such Depositor depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, Servicer or any Third-Party Originator Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be Loans necessary in order to effect such compliance. With respect The Owner shall cooperate with the Servicer and provide sufficient and timely notice of any information requirements pertaining to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold Securitization Transaction. The Owner will make all reasonable efforts to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide contain requests for information, in the form customarily provided by such servicer reports or other party (which need not be customized materials to items required for the Seller) compliance with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, includingand shall not request information which is not required for such compliance. IN WITNESS WHEREOF, without limitationthe parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written. DB STRUCTURED PRODUCTS, providing INC. (Owner) By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Hyung Peak Name: Hyung Peak Title: Managing Director COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership (Servicer) By: COUNTRYWIDE GP, INC., general partner By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Senior Vice President _______ __, 200_ The Servicer hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 2.04 of the Seller Static Pool InformationFlow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Mortgage Loans. The Custodial Account shall be a Special Deposit Account. Title of Account: Countrywide Home Loans Servicing LP, in trust for “DB Structured Products, Inc.” Account Number: _____________________ Address of office or branch of the Servicer at which Account is maintained: ______________________________ COUNTRYWIDE HOME LOANS SERVICING LP, Servicer By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ _______ __, 200_ To: ___________________________ ___________________________ ___________________________ (the “Depository”) As Servicer under the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as set forth a Custodial Account pursuant to Section 2.04 of the Agreement, to be designated “Countrywide Home Loans Servicing LP, as servicer, in Item 1105(a)(2trust for DB Structured Products, Inc.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. COUNTRYWIDE HOME LOANS SERVICING LP, Servicer By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number __________, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The Custodial Account shall be a Special Deposit Account. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation. _______________________________ Depository By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ _______ __, 200_ ________________________ hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 2.06 of the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Residential Mortgage Loans. The Escrow Account shall be a Special Deposit Account. Title of Account: “Countrywide Home Loans Servicing LP, in trust for DB Structured Products, Inc., and various Mortgagors.” Account Number: _____________________ Address of office or branch of the Servicer at which Account is maintained: ______________________________ ______________________________ ______________________________ ______________________________ COUNTRYWIDE HOME LOANS SERVICING LP, Servicer By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ _______ ___, 200_ To: ___________________________ ___________________________ ___________________________ (the “Depository”) As Servicer under the Flow Servicing Agreement, dated as of June 30, 2006, Fixed and Adjustable Rate Residential Mortgage Loans (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 2.06 of the Agreement, to be designated as “Countrywide Home Loans Servicing LP, in trust for [Name of Owner], and various Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us. COUNTRYWIDE HOME LOANS SERVICING LP Servicer By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ The undersigned, as Depository, hereby certifies that the above described account has been established under Account Number ______, at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The Escrow Account shall be a Special Deposit Account. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation. _______________________________ Depository By: _______________________________ Name: _________________________ Title: _________________________ Date: _________________________ THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ______________(“Agreement”), among DB Structured Products, Inc. (“Assignor”), Deutsche Alt-A Securities, Inc. (“Assignee”) and Countrywide Home Loans Servicing LP (3the “Company”), and acknowledged and agreed to by HSBC Bank USA, National Association, as trustee (“Trustee”) and Xxxxx Fargo Bank, N.A., as master service (“Master Servicer”). For and in consideration of Regulation AB.the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Compliance with Regulation AB. Subsection 32.01 Intent of OTHER "SERVICING FUNCTION PARTICIPANTS" 29.1 INTENT OF THE PARTIES, REASONABLENESS The Principal Paying Agent, the Parties; Reasonableness. The Purchaser Class A-1 Note Registrar and the Seller Calculation Agent (for purposes of this clause 29, each a SERVICING FUNCTION PARTICIPANT) and the Manager acknowledge and agree that the purpose of Section 32 of this Agreement clause 29 is to facilitate compliance by the Purchaser and any Depositor Manager with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor Agency Agreement [Allens Arthur Robinson LOGO] -------------------------------------------------------------------------------- The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller Each Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees agree to comply with reasonable requests made by the Purchaser or any Depositor Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Each Servicing Function Participant shall cooperate fully with the Purchaser Manager to deliver to the Purchaser Manager (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor Manager to permit the Purchaser or such Depositor Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Sellereach Servicing Function Participant, any Third-Party Originator Subservicer and the Mortgage LoansPurchased Receivables, or the servicing of the Mortgage LoansPurchased Receivables, reasonably believed by the Purchaser or any Depositor Manager to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Manager (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with each Servicing Function Participant by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Manager's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of In relation to compliance with Regulation AB: (a) the Parties; Reasonableness. The Purchaser Manager and the Seller Trustee acknowledge and agree that the purpose of Section 32 of this Agreement clause 12.5 is to facilitate compliance by the Purchaser and any Depositor Trustee in relation to the Securitisation Fund with the provisions of Regulation AB and related rules and regulations of the Commission. Neither Commission to the Purchaser nor any Depositor extent applicable to the Trustee; (b) the Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance as required to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder, including Regulation AB, with respect to the Securitisation Fund. The Seller acknowledges Manager shall not request the delivery of information or other performance under this clause 12.5 unless the Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Securitisation Fund. The Manager and the Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB; provided that, to the extent the Manager and the Trustee do not agree with respect to an interpretation of Regulation AB, the Manager and the Trustee shall obtain a written opinion of counsel of U.S. national reputation in the practice of U.S. federal securities laws reasonably acceptable to the Manager and the Trustee, addressed to the Manager and the Trustee, stating the opinion of such counsel with respect to the interpretation of the relevant provision(s) of Regulation AB; provided, further, that the costs and fees of such counsel incurred in the preparation of such written opinion shall be divided equally between the Manager and the Trustee. In connection with any Securitization Transactionrelation to the Securitisation Fund, the Seller Trustee shall cooperate fully with the Purchaser Manager to deliver to the Purchaser Manager (including any of its assignees or designees) and any Depositor), any and all statements, reports, certifications, records and any other information within the control of the Trustee or for which the Trustee is responsible necessary in the reasonable good faith determination of the Purchaser or any Depositor Manager to permit the Purchaser or such Depositor Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerManager, the Trustee, any Third-Party Originator and Subcontractor of the Mortgage Trustee, the Loans, or the servicing of the Mortgage LoansLoans or any other servicing activities within the meaning of Item 1122 of Regulation AB, reasonably believed by the Purchaser or any Depositor Manager to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller ; -------------------------------------------------------------------------------- page 81 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class B Notes (c) the Manager (including as any of its assignees or designees) shall cooperate with the Trustee by providing timely notice of requests for information under these provisions following the Manager becoming aware that it is required under the Exchange Act to file an acquirer of Mortgage Loans from a Qualified Correspondent) annual report on Form 10-K in any year and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Manager's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.;

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge acknowledges and agree agrees that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 33.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 33.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization the Subsequent Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Purchaser, any Master Servicer or any Depositor to permit the Purchaser Purchaser, any Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent 33.0Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge acknowledges and agree agrees that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 (a) Intent of the Parties; Reasonableness. The Purchaser Purchaser, the Seller and the Seller Servicer acknowledge and agree that the purpose of Section 32 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller and the Servicer acknowledge that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with the disclosure provisions of Regulation AB include provision of comparable disclosure in private offerings where such disclosure is requested of the Seller or the Servicer or customary in similar offerings in the industry. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each of the Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, each of the Seller and the Servicer shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller or the Servicer by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 33.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and and, in each case, the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act) and the Xxxxxxxx-Xxxxx Act. The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of established and evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Purchaser, the Master Servicer or any Depositor to permit the Purchaser Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, includingthe Securities Act, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) Exchange Act and (3) rules and regulations of Regulation ABthe Commission.

Compliance with Regulation AB. Subsection 32.01 Intent OTHER "SERVICING FUNCTION PARTICIPANTS" -------------------------------------------------------------------------------- 29.1 INTENT OF THE PARTIES, REASONABLENESS The Paying Agent (for purposes of this clause 29, the Parties; Reasonableness. The Purchaser "Servicing Function Participant") and the Seller Manager acknowledge and agree that the purpose of Section 32 of this Agreement clause 29 is to facilitate compliance by the Purchaser and any Depositor Manager with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees agree to comply with reasonable requests made by the Purchaser or any Depositor Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller The Servicing Function Participant shall use all reasonable endeavours to cooperate fully with the Purchaser -------------------------------------------------------------------------------- Page 34 + AGENCY AGREEMENT ALLENS XXXXXX XXXXXXXX -------------------------------------------------------------------------------- Manager to deliver to the Purchaser Manager (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor Manager to permit the Purchaser or such Depositor Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerServicing Function Participant, any Third-Party Originator Subservicer and the Mortgage LoansPurchased Receivables, or the servicing of the Mortgage LoansPurchased Receivables, reasonably believed by the Purchaser or any Depositor Manager to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Manager (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Servicing Function Participant by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Manager's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 Article 13 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities marketsmarkets (including, without limitation, buyers and sellers of the mortgage loans who securitize such mortgage loans), advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, upon reasonable notice any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 13.01 Intent of the Parties; Reasonableness. The Purchaser Purchaser, each Seller and the Seller Servicer acknowledge and agree that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, each Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, each Seller and the Seller Servicer shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerSellers, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Sellers and sold the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 13.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller Company acknowledge and agree that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings to the extent such comparable disclosure in unregistered offerings becomes consistent with industry practices. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder that are applicable to any Securitization Transaction (or the provision in a private offering of disclosure comparable to that required under the Securities Act to the extent such comparable disclosure in unregistered offerings becomes consistent with industry practices). The Seller Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information reasonably necessary in the reasonable good faith determination of the Purchaser Purchaser, any Master Servicer or any Depositor to permit the Purchaser Purchaser, any Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerCompany, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge acknowledges and agree agrees that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 13.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any master servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser and any master servicer to deliver to the Purchaser (including any of its assignees or designees) ), any master servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Purchaser, the master servicer or any Depositor to permit the Purchaser Purchaser, such master servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 34.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Clause 2.01 Intent of the Parties; Reasonableness. ------------------------------------- The Purchaser Mortgage Manager and the Seller Trust Manager acknowledge and agree that the purpose of Section 32 Article II of this Agreement Schedule 4 is to facilitate compliance by the Purchaser and any Depositor Mortgage Manager with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor The Trust Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller Mortgage Manager acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor Trust Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Mortgage Manager shall cooperate fully with the Purchaser Trust Manager to deliver to the Purchaser Trust Manager (including any of its assignees or designees) and any Depositor), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor Trust Manager to permit the Purchaser or such Depositor Trust Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerMortgage Manager, any Third-Party Originator Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor Trust Manager to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Trust Manager (including as an acquirer any of its assignees or designees) shall cooperate with the Mortgage Loans from a Qualified Correspondent) Manager by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily Trust Manager's reasonable judgment, to comply with Regulation AB. Clause 2.02 Additional Representations and Warranties of the Mortgage --------------------------------------------------------- Manager. ------- (a) The Mortgage Manager shall be deemed to represent to the Trust Manager as of the date on which information is first provided by to the Trust Manager under clause 2.03 that, except as disclosed in writing to the Trust Manager prior to such servicer date: (i) the Mortgage Manager is not aware and has not received notice that any default, early amortization or other party performance triggering event has occurred as to any other securitization due to any act or failure to act of the Mortgager; (which need ii) the Mortgage Manager has not be customized for been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the Sellerapplicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Mortgage Manager as servicer has been disclosed or reported by the Mortgage Manager; (iv) no material changes to the Mortgage Manager's policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Mortgage Loans reasonably necessary for Manager's financial condition that could have a material adverse effect on the Seller to comply with performance by the Mortgage Manager of its servicing obligations under this Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Mortgage Manager or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Mortgage Manager or any Subservicer with respect to any Securitization Transaction and any party thereto identified by the Trust Manager of a type described in Item 1119 of Regulation AB, including, without limitation, providing . (b) If so requested by the Trust Manager on any date following the date on which information is first provided to the Seller Static Pool InformationTrust Manager under clause 2.03, as the Mortgage Manager shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in Item 1105(a)(2paragraph (a) of this clause or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. Clause 2.03 Information to Be Provided by the Mortgage Manager. -------------------------------------------------- In connection with any Securitization Transaction the Mortgage Manager shall (i) within five Business Days following request by the Trust Manager, provide to the Trust Manager (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Trust Manager, the information and materials specified in paragraphs (a), (b), (c) and (3f) of this clause, and (ii) as promptly as practicable following notice to or discovery by the Mortgage Manager, provide to the Trust Manager (in writing and in form and substance reasonably satisfactory to the Trust Manager) the information specified in paragraph (d) of this clause. (a) If so requested by the Trust Manager, the Mortgage Manager shall provide such information regarding (i) the Mortgage Manager, as originator of the Loans and (ii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Trust Manager, to an analysis of the performance of the Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Loans and such other information as the Trust Manager may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Mortgage Manager and each Subservicer; and (D) a description of any affiliation or relationship between the Mortgage Manager, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Mortgage Manager by the Trust Manager writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (b) If so requested by the Trust Manager, the Mortgage Manager shall provide Static Pool Information with respect to the mortgage loans (of a similar type as the Loans, as reasonably identified by the Trust Manager as provided below) originated by the Mortgage Manager, if the Mortgage Manager is an originator of Loans. Such Static Pool Information shall be prepared by the Mortgage Manager on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)

Compliance with Regulation AB. Subsection 32.01 Section 33.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 33 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) ), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Purchaser, any Master Servicer or any Depositor to permit the Purchaser Purchaser, any Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 4.1. Intent of the Partiesparties; Reasonableness. The Purchaser and the Seller parties hereto acknowledge and agree that the purpose of Section 32 of this Agreement Article IV is to facilitate compliance by the Purchaser Company, Master Servicer and any Depositor the Securities Administrator with the provisions of Regulation AB and related rules and regulations of the Commission. Neither The Company, Master Servicer and the Purchaser nor any Depositor Securities Administrator shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderunder the Securities Act and the Exchange Act. The Seller Each of the parties hereto acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the assetmortgage-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor Company, Master Servicer and the Securities Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABAB to the extent reasonably practicable. In connection with any Securitization Transaction, the Seller The Custodian shall cooperate fully reasonably with the Purchaser Company to deliver to the Purchaser Company, Master Servicer, the Guarantor and Securities Administrator (including any of its their respective assignees or designees) and any Depositor), any and all disclosure, statements, reports, certifications, records and any other information necessary in the reasonable reasonable, good faith determination of the Purchaser or any Depositor Company, Master Servicer and Securities Administrator to permit the Purchaser or such Depositor Company, Master Servicer and Securities Administrator to comply with the provisions of Regulation AB. Section 4.2. Additional Representations and Warranties of the Custodian. (1) [Reserved]. (2) The Custodian shall be deemed to represent to the Company as of the date hereof and on each date on which information is provided to the Company under Section 4.3 that, together with except as disclosed in writing to the Company prior to such disclosures date: (i) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other securitization transaction as to which it is the custodian; (ii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships or transactions relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) Custodian with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Company or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB, including, without limitation, providing ) relating to the Seller Static Pool Informationsecuritization transaction contemplated by the Original Pooling and Servicing Agreement, as identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party"). (3) If so requested by the Company on any date following the Closing Date, the Custodian shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in Item 1105(a)(2) and paragraph (31) of Regulation ABthis section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. Any such request from the Company shall not be given more than once each calendar quarter, unless the Company shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.

Compliance with Regulation AB. Subsection 32.01 Section 13.1. Intent of the Parties; Reasonableness. The Purchaser and the Seller Company acknowledge and agree that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB, subject to the limitations provided in Item 1105(f) of Regulation AB. In connection with any Securitization Transaction, the Seller Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerCompany, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold , subject to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily limitations provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (31105(f) of Regulation AB. The Purchaser (including any of its assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Section 10.1 Intent of the Parties; Reasonableness. The Purchaser Owner and the Seller Servicer acknowledge and agree that the purpose of Section 32 Article X of this Agreement is to facilitate compliance by the Purchaser Owner and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Servicer acknowledges that investors in privately offered securities may require that the Owner or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser Owner nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Owner or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Servicer shall cooperate fully with the Purchaser Owner to deliver to the Purchaser Owner (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser Owner or any Depositor to permit the Purchaser Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, Servicer any Third-Party Originator Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser Owner or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Owner (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Owner’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 Intent of In relation to compliance with Regulation AB: (a) the Parties; Reasonableness. The Purchaser Manager and the Seller Trustee acknowledge and agree that the purpose of Section 32 of this Agreement clause 15.7 is to facilitate compliance by the Purchaser and any Depositor Trustee in relation to the Securitisation Fund with the provisions of Regulation AB and related rules and regulations of the Commission. Neither Commission to the Purchaser nor any Depositor extent applicable to the Trustee; (b) the Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance as required to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder, including Regulation AB, with respect to the Securitisation Fund. The Seller acknowledges Manager shall not request the delivery of information or other performance under this clause 15.7 unless the Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Securitisation Fund. The Manager and the Trustee acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided -------------------------------------------------------------------------------- page 65 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class B Notes by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB; provided that, to the extent the Manager and the Trustee do not agree with respect to an interpretation of Regulation AB, the Manager and the Trustee shall obtain a written opinion of counsel of U.S. national reputation in the practice of U.S. federal securities laws reasonably acceptable to the Manager and the Trustee, addressed to the Manager and the Trustee, stating the opinion of such counsel with respect to the interpretation of the relevant provision(s) of Regulation AB; provided, further, that the costs and fees of such counsel incurred in the preparation of such written opinion shall be divided equally between the Manager and the Trustee. In connection with any Securitization Transactionrelation to the Securitisation Fund, the Seller Trustee shall cooperate fully with the Purchaser Manager to deliver to the Purchaser Manager (including any of its assignees or designees) and any Depositor), any and all statements, reports, certifications, records and any other information within the control of the Trustee or for which the Trustee is responsible necessary in the reasonable good faith determination of the Purchaser or any Depositor Manager to permit the Purchaser or such Depositor Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerManager, the Trustee, any Third-Party Originator and Subcontractor of the Mortgage Trustee, the Loans, or the servicing of the Mortgage LoansLoans or any other servicing activities within the meaning of Item 1122 of Regulation AB, reasonably believed by the Purchaser or any Depositor Manager to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller ; (c) the Manager (including as any of its assignees or designees) shall cooperate with the Trustee by providing timely notice of requests for information under these provisions following the Manager becoming aware that it is required under the Exchange Act to file an acquirer of Mortgage Loans from a Qualified Correspondentannual report on Form 10-K in any year and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB; (d) the Trustee acknowledges and sold to the Purchaser pursuant to this Agreement, the Purchaser shallagrees that, to the extent consistent the Manager reasonably determines, upon consultation with, and to the extent agreed with, the Trustee, that the Trustee is "participating in the servicing function" in relation to the Securitisation Fund within the meaning of Item 1122 of Regulation AB, the Trustee will comply with thenthe applicable requirements contained in clause 15.7(e) - (i); provided that, to the extent the Manager and the Trustee do not agree whether the Trustee is "participating in the servicing function" with respect to one or more Servicing Criteria within the meaning of Item 1122 in relation to the Securitisation Fund, the Manager and the Trustee shall obtain a written opinion of counsel of U.S. national reputation in the practice of U.S. federal securities laws reasonably acceptable to the Manager and the Trustee, addressed to the Manager and the Trustee, stating whether, in the opinion of such counsel, the Trustee is "participating in the servicing function" with respect to such Servicing Criteria within the meaning of Item 1122 in relation to the Securitisation Fund; provided, further, that the costs and fees of such counsel incurred in the preparation of such written opinion shall be divided equally between the Manager and the Trustee; (e) on or before September 1 of each calendar year, commencing in [ ], the Trustee shall upon the reasonable request of the Manager: -------------------------------------------------------------------------------- page 66 Supplementary Bond Terms Notice: SMHL Global Fund [ ]-current industry practice[ ] - Class A and Class B Notes (1) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding the Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended June 30, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorized officer of the Trustee, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Schedule 2 hereto and addressing, at a minimum, the criteria identified in Schedule 3 hereto as "Applicable Servicing Criteria", but only with respect to such of the Servicing Criteria that the Trustee performs; (2) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that attests to, and reports on, the assessment of compliance made by the Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (3) cause each Subcontractor of the servicer Trustee (or another partyif any) determined by the Trustee pursuant to clause 15.7(f) to be obligated to provide information, "participating in the form customarily servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Manager an assessment of compliance and accountants' attestation as and when provided by such servicer or other party in clause 15.7(e)(1) and (which need not be customized for the Seller) 2), but only with respect to such of the Mortgage Loans reasonably necessary for Servicing Criteria that such Subcontractor of the Seller Trustee performs; An assessment of compliance provided by a Subcontractor of the Trustee pursuant to comply with its obligations under Regulation ABclause 15.7(e)(3) need not address any elements of the Servicing Criteria other than those specified by the Trustee pursuant to clause 15.7(f), including, without limitation, providing to and need only address such of the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.Servicing Criteria that such Subcontractor performs;;

Compliance with Regulation AB. Subsection 32.01 Intent of the Parties; Reasonableness. The Purchaser (i) Party A agrees and the Seller acknowledge and agree acknowledges that the purpose Depositor may be required under Regulation AB, as defined in the Pooling and Servicing Agreement, to disclose certain financial information regarding Party A or its group of Section 32 affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. (ii) It shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day after the date hereof for so long as the Issuing Entity is required to facilitate compliance file periodic reports under the Exchange Act with respect to the Certificates, Party B or the Depositor requests from Party A the applicable financial information described in Item 1115(b) of Regulation AB (such request to be based on a reasonable determination by the Purchaser Depositor, based on “significance estimates” made in substantially the same manner as that used in the Sponsor’s internal risk management process in respect of similar instruments and any furnished by the Sponsor to the Depositor, or if the Sponsor does not furnish such significance estimates to the Depositor, based on a determination of such significance estimates by the Depositor in a manner that it deems reasonable) (the “Swap Financial Disclosure”). (iii) Upon the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall either (1)(a) either (i) provide to the Depositor the current Swap Financial Disclosure in an EXXXX-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii) provide written consent to the Depositor to incorporation by reference of such current Swap Financial Disclosure that are filed with the provisions Securities and Exchange Commission in the Exchange Act Reports of the Depositor, (b) if applicable, cause its outside accounting firm to provide its consent to filing or incorporation by reference in the Exchange Act Reports of the Depositor of such accounting firm’s report relating to their audits of such current Swap Financial Disclosure, and (c) provide to the Depositor any updated Swap Financial Disclosure with respect to Party A or any entity that consolidates Party A within five days of the release of any such updated Swap Financial Disclosure; (2) secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement, which entity (or a guarantor therefor) meets or exceeds the Approved Rating Thresholds and which entity complies with the requirements of Item 1115 of Regulation AB and related rules and regulations of the Commission. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faithclause (1) above, or for purposes other than compliance (3) obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that complies with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Seller acknowledges that interpretations of the financial information disclosure requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions Item 1115 of Regulation AB, together with and cause such disclosures relating affiliate to provide Swap Financial Disclosure and any future Swap Financial Disclosure and other information pursuant to clause (1), such that disclosure provided in respect of such affiliate will satisfy any disclosure requirements applicable to the SellerSwap Provider. (iv) Party A agrees that, in the event that Party A provides Swap Financial Disclosure to the Depositor in accordance with clause (iii)(1) above or causes its affiliate to provide Swap Financial Disclosure to the Depositor in accordance with clause (iii)(3) above, it will indemnify and hold harmless the Depositor, its respective directors or officers and any Third-Party Originator person controlling the Depositor, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in such Swap Financial Disclosure or caused by any omission or alleged omission to state in such Swap Financial Disclosure a material fact required to be stated therein or necessary to make the Mortgage Loansstatements therein, or the servicing in light of the Mortgage Loanscircumstances under which they were made, reasonably believed by the Purchaser or any not misleading. (v) Depositor to shall be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller (including an express third party beneficiary of this Agreement as an acquirer of Mortgage Loans from if a Qualified Correspondent) and sold to the Purchaser pursuant to this Agreement, the Purchaser shall, party hereto to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation ABDepositor’s rights explicitly specified herein.

Compliance with Regulation AB. Subsection 32.01 31.01. Intent of the Parties; Reasonableness. The Purchaser and the Seller acknowledge and agree that the purpose of Section 32 31 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure, to the extent such disclosure is reasonably available to the Seller, in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser's reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 2.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller Company acknowledge and agree that the purpose of Section 32 of this Agreement Regulation AB Addendum is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the CommissionCommission and that the provisions of this Regulation AB Addendum shall be applicable to all Mortgage Loans included in a Securitization Transaction closing on or after January 1, 2006, regardless whether the Mortgage Loans were purchased by the Purchaser from the Company prior to the date hereof. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Regulation AB Addendum to compliance with Regulation AB include provision of comparable disclosure in private offerings and any rights and obligations of the Purchaser and the Company in this Regulation AB Addendum shall apply to private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Company shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees) and one of any DepositorMaster Servicer or any Depositor (as requested), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerCompany, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser Purchaser, the Master Servicer or any Depositor to be necessary in order to effect such compliance. With respect The Purchaser agrees to those Mortgage Loans provide the Company with reasonable prior notice of requests for information. The Purchaser and the Company also acknowledge and agree that were originated by Seller Section 2.02(a)(i)-(v), Section 2.03(c), (including as an acquirer of Mortgage Loans from a Qualified Correspondente) and sold to the Purchaser pursuant to (f), Section 2.04, Section 2.05 and Section 2.06 of this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to Regulation AB Addendum shall only be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) applicable with respect to any Mortgage Loan if the Company (or Subservicer, if any) services such Mortgage Loans reasonably necessary Loan for a period following the Seller closing date of a related Securitization Transaction. For purposes of this Regulation AB Addendum, the term “Purchaser” shall refer to comply with DLJ Mortgage Capital, Inc. and its obligations successors in interest and assigns. In addition, any notice or request that must be “in writing” or “written” may be made by electronic mail at such addresses as provided for notice under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation ABAgreement.

Compliance with Regulation AB. Subsection 32.01 Section 10.01 Intent of the Parties; Reasonableness. The Purchaser and the Seller Company acknowledge and agree that the purpose of Section 32 Article X of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Company acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller Company acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Company shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, Company any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Company by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 34.01 (a) Intent of the Parties; ReasonablenessReasonableness . The Purchaser Purchaser, the Seller and the Seller Servicer acknowledge and agree that the purpose of Section 32 34 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller and the Servicer acknowledge that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with the disclosure provisions of Regulation AB include provision of comparable disclosure in private offerings where such disclosure is requested of the Seller or the Servicer or customary in similar offerings in the industry. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each of the Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, each of the Seller and the Servicer shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller or the Servicer by providing timely notice of requests for information under these provisions and sold by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

Compliance with Regulation AB. Subsection 32.01 (a) Intent of the Parties; Reasonableness. The Purchaser Transferor, the Trustee and the Seller Servicer acknowledge and agree that the purpose of this Section 32 of this Agreement 23 is to facilitate compliance by the Purchaser and any Depositor Transferor with the provisions of Regulation AB and related rules and regulations of the Securities and Exchange Commission (the "Commission"). Neither the Purchaser nor any Depositor The Transferor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than the Transferor's compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations Trustee agrees to cooperate in good faith with any reasonable request by the Transferor for information regarding the Trustee which is required in order to enable the Transferor to comply with the provisions of the requirements Items 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB may change over time, whether due as it relates to interpretive guidance provided by the Commission Trustee or its staff, consensus among participants in to the asset-backed securities markets, advice of counsel, Trustee's obligations under the Agreement or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation ABthis Series Supplement. In connection with any Securitization Transaction, the Seller The Servicer shall cooperate fully with the Purchaser Transferor to deliver to the Purchaser Transferor (including any of its assignees or designees) and any Depositor), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor Transferor to permit the Purchaser or such Depositor Transferor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Third-Party Originator Servicer and the Mortgage LoansAccounts, or the servicing of the Mortgage LoansReceivables, reasonably believed by the Purchaser or any Depositor Transferor to be necessary in order to effect such compliance. (b) Additional Representations and Warranties of the Trustee. With respect The Trustee shall be deemed to those Mortgage Loans that were originated by Seller (including as an acquirer of Mortgage Loans from a Qualified Correspondent) and sold represent to the Purchaser pursuant Transferor, as of the date on which information is provided to the Transferor under Section 23(c) that, except as disclosed in writing to the Transferor prior to such date: (i) neither the execution or the delivery by the Trustee of the Agreement or this AgreementSeries Supplement, the Purchaser shall, to performance by the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide information, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller to comply with Trustee of its obligations under this Agreement or this Series Supplement nor the consummation of any of the transactions by the Trustee contemplated thereby, is in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Trustee is a party or by which it is bound, which violation would have a material adverse effect on the Trustee's ability to perform its obligations under the Agreement or this Series Supplement, or of any judgment or order applicable to the Trustee; and (ii) there are no proceedings pending or threatened against the Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would have a material adverse effect on the right, power and authority of the Trustee to enter into the Agreement or this Series Supplement or to perform its obligations under the Agreement or this Series Supplement. (c) Information to Be Provided by the Trustee. The Trustee shall (i) on or before the final Business Day of each month, provide to the Transferor, in writing, such information regarding the Trustee as is requested for the purpose of compliance with Item 1117 of Regulation AB, includingand (ii) as promptly as practicable following notice to or discovery by the Trustee of any changes to such information, without limitation, providing provide to the Seller Static Pool InformationTransferor, in writing, such updated information. The Trustee shall (i) on or before the final Business Day of each January, April, July and October, provide to the Transferor such information regarding the Trustee as is requested for the purpose of compliance with Items 1109(a), 1109(b), 1118 and 1119 of Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the Trustee of any changes to such information, provide to the Transferor, in writing, such updated information. Such information shall include, at a minimum: (A) the Trustee's name and form of organization; (B) a description of the extent to which the Trustee has had prior experience serving as a trustee for asset-backed securities transactions involving credit card receivables; (C) a description of any affiliation or relationship between the Trustee and any of the following parties to a Securitization Transaction, as set forth such parties are identified to the Trustee by the Transferor in Item 1105(a)(2writing in advance of such Securitization Transaction: (1) and the sponsor; (2) any depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (D) In connection with the above-listed parties, a description of Regulation ABwhether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the asset-backed securities transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset-backed securities.

Compliance with Regulation AB. Subsection 32.01 Section 13.01 Intent of the Parties; Reasonableness. The Purchaser Purchaser, each Seller and the Seller acknowledge Servicer acknowledges and agree agrees that the purpose of Section 32 Article XIII of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller and the Servicer acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunderthereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Each Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller Sellers and the Servicer shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the SellerSellers, the Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. With respect to those Mortgage Loans that were originated by Seller The Purchaser (including as an acquirer any of Mortgage Loans from a Qualified Correspondentits assignees or designees) shall cooperate with the Seller and sold the Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to the Purchaser pursuant to this Agreement, the Purchaser shall, to the extent consistent with then-current industry practice, cause the servicer (or another party) to be obligated to provide informationinformation required, in the form customarily provided by such servicer or other party (which need not be customized for the Seller) with respect to the Mortgage Loans reasonably necessary for the Seller Purchaser’s reasonable judgment, to comply with its obligations under Regulation AB, including, without limitation, providing to the Seller Static Pool Information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.