Common use of Exchange Commission; Additional Information Clause in Contracts

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-D DisclosureK shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit L-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit L-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") shall(provided, pursuant however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the paragraph immediately belowForm 10-K), be reported by and the Seller, Servicer shall sign a certification in the form attached hereto as Exhibit L-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the "Servicer Certification"). The Servicer's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1immediately preceding Business Day), 1112(b), Item 1114(b)(2) or 115(b) the Trustee's certification shall be delivered to the Depositor by no later than March 19th of Regulation AB as identified each year and the Depositor shall deliver the Certification to the Trustee by for filing no later than March 20th of each year (or if such day is not a Business Day, the Depositor (together the "Reporting Parties"immediately preceding Business Day), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) The Trustee shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately belowextent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the “Certification”), which shall be reported signed by the Sellersenior officer of the Depositor in charge of securitization. (c) In addition, (i) the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K) and (ii) the Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor and the Trustee no later than March 15th or if such day is not a Business Day, the Trustpreceding Business Day, each year (subject to Section 4.06(e) hereof). The Trustee’s certification shall be delivered to the Depositor by no later than March 19th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (a) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under this Section 4.06(c) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (b) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under this Section 4.06(c), any servicer under Item 1108(a)(3) of Regulation AB, material misstatement or omission contained in the Servicer’s Certification or any originator under Item 1110(b) of Regulation AB, any other party contemplated information correctly derived by Items 1100(d)(1), 1112(b), Item 1114(b)(2) the Trustee and included in a Form 8-K or 115(b) of Regulation AB as identified Form 10-K from information provided to the Trustee by the Servicer under this Agreement. The Depositor (together shall indemnify and hold harmless the "Reporting Parties")Trustee and its officers, directors and Affiliates from and against any party so required under losses, damages, penalties, fines, forfeitures, reasonable and directed necessary legal fees and approved by related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, and bad faith or willful misconduct in connection therewith. If the Trustee will have no duty indemnification provided for herein is unavailable or liability for any failure hereunder insufficient to determine hold harmless the Depositor or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934Trustee, as amended (the "Exchange Act")applicable, within 5 calendar days after the related Distribution Date, then (i) the Reporting Parties Trustee agrees that it shall be required to provide contribute to the Trustee amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault and the Depositor, to relative benefit of the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by Depositor on the one hand and the Trustee and on the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, other and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor will approveor the Trustee, as to form and substance, or disapproveapplicable, as a result of the case may belosses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Servicer on the other. (d) Upon any filing with the Securities and Exchange Commission, the inclusion Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the Additional first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D. The Trustee has no duty 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Agreement Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to monitor or enforce amend the performance provisions of this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Reporting Parties of their duties Depositor under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure informationthe Exchange Act. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by Notwithstanding the foregoing, the Trustee in connection with including shall not be obligated to enter into any Additional Form 10-D Disclosure on Form 10-D amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and sign any Form 10-K which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Servicer’s annual statement of compliance described under Section 3.20 and (iii) the accountant’s report described under Section 3.21 and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee, shall be responsible for executing each prepare, sign and promptly file an amended Form 10-K containing such additional information. To the extent that the Servicer acquires actual knowledge of material information (as determined by the Servicer in good faith) concerning the Trust Fund, it shall notify the Trustee of such information. (b) Each Form 8-K shall be filed on behalf of by the Trust. Within Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 31st of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee’s inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty Servicer in a Remittance Report or liability for any failure hereunder to determine or prepare any Additional otherwise. The Form 10-D Disclosure absent such reportingK shall also include a certification in the form attached hereto as Exhibit J-1 (the “Certification”), direction which shall be signed by the Trustee. (c) In addition, the Servicer shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee and approval. For so long its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Servicer shall not undertake an analysis of the accountant’s report attached as the Trust is subject an exhibit to the reporting requirements Form 10-K). The Servicer’s certification shall be delivered to the Trustee by no later than March 15th of each year (or if such day is not a Business Day, the Securities Exchange Act of 1934, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee’s obligations under Section 4.06(b) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under this Section 4.06(b) or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the or the Depositor or the Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee’s obligations under this Section 4.06(b) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 4.06(b) or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06(b), the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and sign any Form 10-K which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee, shall be responsible for executing each prepare, sign and promptly file an amended Form 10-K containing such additional information. To the extent that the Servicer acquires actual knowledge of material information (as determined by the Servicer in good faith) concerning the Trust Fund, it shall notify the Trustee of such information. (b) Each Form 8-K shall be filed on behalf of by the Trust. Within Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 31st of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the DepositorTrustee. (c) In addition, and the Servicer shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee will have no duty or liability for any failure hereunder and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Servicer shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent such reporting, direction and approvalK). For so long as the Trust is subject The Servicer's certification shall be delivered to the reporting requirements Trustee by no later than March 15th of each year (or if such day is not a Business Day, the Securities Exchange Act of 1934, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee's obligations under Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer's obligations under this Section 4.06(b) or the Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the or the Depositor or the Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.06(b) or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06(b), the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) The Trustee shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately belowextent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the "Certification"), which shall be reported signed by the Sellersenior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Trustee's certification shall be delivered to the Depositor by no later than March 19th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Trustee, as applicable, then the Trustother party, any servicer in connection with a breach of its respective obligations under Item 1108(a)(3this Section 4.06 with respect to the Depositor or Section 4.06(c) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified with respect to the Trustee or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor on the one hand and the Trustee on the other. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor (together under the "Reporting Parties")Exchange Act. Notwithstanding the foregoing, any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for shall not be obligated to enter into any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a"XXXXX"), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law and only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee, Trustee shall be responsible for executing each file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and the Master Servicer shall sign any Form 10-K filed in the form attached hereto as Exhibit H, which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the TrustTrust Fund. Within To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee shall prepare, the Master Servicer shall sign and the Trustee shall promptly file an amended Form 10-K containing such additional information. The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Master Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21 which are included in such Form 10-K. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure Prior to March 31st of each year, commencing in addition to 2005 (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the DepositorMaster Servicer. (c) In addition, and the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit J-2) for any failure hereunder the benefit of the Master Servicer and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent such reporting, direction and approvalK). For so long as the Trust is subject The Trustee's certification shall be delivered to the reporting requirements Master Servicer by no later than March 15th of each year, commencing in 2005 (or if such day is not a Business Day, the Securities Exchange Act immediately preceding Business Day) and the Master Servicer shall deliver the Certification to the Trustee for filing no later than March 25th of 1934each year (or if such day is not a Business Day, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Master Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(c) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(c) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Master Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-D DisclosureK shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") shall(provided, pursuant however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the paragraph immediately belowForm 10-K), be reported by and the Seller, Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the "Servicer Certification"). The Servicer's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1immediately preceding Business Day), 1112(b), Item 1114(b)(2) or 115(b) the Trustee's certification shall be delivered to the Depositor by no later than March 19th of Regulation AB as identified each year and the Depositor shall deliver the Certification to the Trustee by for filing no later than March 20th of each year (or if such day is not a Business Day, the Depositor (together the "Reporting Parties"immediately preceding Business Day), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a“XXXXX”), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law and only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant’s servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the “Trustee Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Exchange Act shall be sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director-Analysis and such partyControl, the form and substance of the Additional Form 10Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph0000.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity, other than the Trustee, acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-D DisclosureK shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") shall(provided, pursuant however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the paragraph immediately belowForm 10-K), be reported by and the Seller, Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the "Servicer Certification"). The Servicer's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1immediately preceding Business Day), 1112(b), Item 1114(b)(2) or 115(b) the Trustee's certification shall be delivered to the Depositor by no later than March 19th of Regulation AB as identified each year and the Depositor shall deliver the Certification to the Trustee by for filing no later than March 20th of each year (or if such day is not a Business Day, the Depositor (together the "Reporting Parties"immediately preceding Business Day), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee, Trustee shall be responsible for executing each file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The parties hereto agree that the Trustee shall have the authority to execute any Form 8-K or Form 10-K filed and file each such document on behalf of the Trust. Within Trust Fund. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the DepositorMaster Servicer. (c) In addition, and the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit J-2) for any failure hereunder the benefit of the Master Servicer and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent such reporting, direction and approvalK). For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Master Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the or the Depositor or the Master Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Master Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06(b), the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) The Trustee, the Servicer and the Interim Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-D DisclosureK shall include as exhibits the Servicer's and the Interim Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely 124 delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit L-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit L-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") shall(provided, pursuant however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the paragraph Form 10-K), and each of the Servicer and the Interim Servicer shall sign a certification in the form attached hereto as Exhibit L-3 and Exhibit L-4, respectively) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the "Servicer Certification"). Each Servicer Certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately belowpreceding Business Day), the Trustee's certification shall be reported delivered to the Depositor by no later than March 19th of each year and the Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Trustee to timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) each of the Servicer and the Interim Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer or the Interim Servicer, as applicable, to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor shall indemnify and hold harmless the Trustee, the Servicer and the Interim Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer or the Interim Servicer, as applicable, then the Depositor (in connection with a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee, the Servicer or the Interim Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the Sellerother party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee, the TrustServicer and the Interim Servicer. (d) Upon any filing with the Securities and Exchange Commission, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified the Trustee shall promptly deliver to the Depositor and the Certificate Insurer a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund. To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee, the Servicer and the Interim Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor (together under the "Reporting Parties")Exchange Act. Notwithstanding the foregoing, any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for shall not be obligated to enter into any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and the Master Servicer shall sign any Form 10-K which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee, shall be responsible for executing each prepare, the Master Servicer shall sign and the Trustee shall promptly file an amended Form 10-K containing such additional information. The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Master Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provide by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21 which are included in such Form 10-K. (b) Each Form 8-K shall be filed on behalf of by the Trust. Within Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 31st of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the DepositorMaster Servicer. (c) In addition, and the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit J-2) for any failure hereunder the benefit of the Master Servicer and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent such reporting, direction and approvalK). For so long as the Trust is subject The Trustee's certification shall be delivered to the reporting requirements Master Servicer by no later than March 15th of each year (or if such day is not a Business Day, the Securities Exchange Act immediately preceding Business Day) and the Master Servicer shall deliver the Certification to the Trustee for filing no later than March 25th of 1934each year (or if such day is not a Business Day, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Master Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the or the Depositor or the Master Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Master Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06(b), the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a"XXXXX"), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 1, 20[__] and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each Servicer (as defined in Section 11.03(c))shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 11.04 and 11.05. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to 101 Form 10-K). Prior to (i) March 31, 20[__] and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity, other than the Trustee, acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately belowextent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (the “Certification”), which shall be reported signed by the Sellersenior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the “Trustee Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the “Servicer Certification”). The Servicer’s certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1immediately preceding Business Day), 1112(b), Item 1114(b)(2) or 115(b) the Trustee’s certification shall be delivered to the Depositor by no later than March 19th of Regulation AB as identified each year and the Depositor shall deliver the Certification to the Trustee by for filing no later than March 20th of each year (or if such day is not a Business Day, the Depositor (together the "Reporting Parties"immediately preceding Business Day), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional Form 10-D Disclosure on Form 10-D pursuant filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to this paragraphthe Depositor a copy of any executed report, statement or information.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and the Master Servicer shall sign any Form 10-K which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee, shall be responsible for executing each prepare, the Master Servicer shall sign and the Trustee shall promptly file an amended Form 10-K containing such additional information. The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Master Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provide by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21 which are included in such Form 10-K. (b) Each Form 8-K shall be filed on behalf of by the Trust. Within Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 31st of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shall, pursuant to K shall include as exhibits the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) Master Servicer's annual statement of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.compliance described under

Exchange Commission; Additional Information. (a) The Trustee and Ocwen shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits each Servicer's annual statement of compliance described under Section 3.20 and the accountant's report with respect to each Servicer described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, the Trust, . The Trustee shall have no liability with respect to any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) failure to properly prepare or 115(b) of Regulation AB as identified file such periodic reports resulting from or relating to the Trustee by Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the Depositor form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements senior officer of the Securities Exchange Act Depositor in charge of 1934, as amended securitization. (the "Exchange Act"), within 5 calendar days after the related Distribution Datec) In addition, (i) the Reporting Parties Trustee shall be required to provide to sign a certification (in the Trustee and form attached hereto as Exhibit J-2) for the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and benefit of the Depositor and such partyits officers, the form directors and substance Affiliates regarding certain aspects of the Additional Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-D Disclosure applicable to such party, K) and (ii) Ocwen shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their respective officers, directors and Affiliates regarding certain aspects of the Certification. Ocwen's certification shall be delivered to the Depositor will approveby no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day), the Trustee's certification shall be delivered to the Depositor by no later than March 19th of each year and the Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) Ocwen shall indemnify and hold harmless the Trustee, the Depositor and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of Ocwen's obligations under this Section 4.06(c) or Ocwen's negligence, bad faith or willful misconduct in connection therewith and (iii) the Depositor shall indemnify and hold harmless the Trustee and Ocwen and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or Ocwen, as to form and substanceapplicable, or disapprovethen the other party, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including a breach of its respective obligations under this Section 4.06 with respect to the Depositor or Section 4.06(c) with respect to the Trustee or Ocwen or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor on the one hand and the Trustee or Ocwen, as applicable, on the other. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (ai) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable lawindustry standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXXEDGAR"), any a Distribution Report on Form 10-D (or other comparable Form containing which shall, if applicablx, xxovide the same or comparable information or other information mutually agreed upon), in the form and substance as required by each of the Exchange Act, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as an exhibit thereto. Any necessary disclosure in addition ; provided that the Trustee shall have received no later than 10 days prior to the statement to the Certificateholders that is required to be included date such Distribution Report on Form 10-D is required to be filed, the following information: ("Additional A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Servicer; (B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable, from the Depositor, the Seller or Servicer; (C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable; (D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report from the Depositor; (E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Depositor; (F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D Disclosure"from the Depositor and the Servicer; and (G) shall, pursuant Any exhibits to the paragraph immediately belowForm 10-D from the Depositor. (ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, be reported by the Sellerprovided, that, the Depositor, the TrusteeSeller or the Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided or filed with such Current Report with respect to: (A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Trust, Seller or the Servicer (including any servicer under that does not sign this Agrement and any Sub-Servicer that signs a Sub-Servicing agreement) from the Depositor, the Seller or the Servicers as applicable; (B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Servicer as applicable; and (C) Any Securities Act update provided by the Depositor. (iii) Prior to January 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 and a certification in the form attached hereto as Exhibit R-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Servicers shall provide the Trustee with the following information, as applicable, no later than March 15th of each calendar year prior to the filing deadline for the Form 10-K: (A) Any exhibits or financial statement schedules required by Item 1108(a)(315 of Form 10-K from each of the Depositor, the Seller and the Servicer; (B) A description of Regulation ABany legal proceedings pending, any originator under Item 1110(b) of Regulation AB, any other party including proceedings known to be contemplated by Items 1100(d)(1)governmental authorities, 1112(b)against the Depositor, the Seller and the Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Servicer, if applicable; (C) A description of any affiliations between the transaction parties pursuant to Item 1114(b)(2) or 115(b) 1119 of Regulation AB as identified from the Depositor; and (D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21. (b) The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (together ii) the "Reporting Parties")termination of the Trust. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any party so required under and directed and approved by the Depositoritems other than those specified in this Section 4.06; provided, and however, the Trustee will have no duty or liability for cooperate with the Depositor in connection with any failure hereunder additional filings with respect to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long the Trust Fund as the Trust is subject to the reporting requirements of Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Exchange Act shall be sent to the Depositor and such party, electronically or at the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure informationaddressed set forth in Section 11.05. The Depositor will be responsible for any reasonable fees Fees and expenses assessed or incurred by the Trustee in connection with including any Additional this Section 4.06 shall not be reimbursable from the Trust Fund. (c) The Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-D Disclosure on Form 10-D pursuant K). The Trustee's certification shall be delivered to this paragraphthe Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day).

Exchange Commission; Additional Information. (a) The Trust Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust Administrator shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trust Administrator shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the TrusteeTrust Administrator, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Subject to Section 4.06(e), prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trust Administrator shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. The Trust Administrator shall prepare such Form 10-D DisclosureK and provide the Depositor with such Form 10-K not later than March 20th of each year, subject to Section 4.06(e). Following its receipt thereof, the Depositor shall execute such Form 10-K and provide the original of such Form 10-K to the Trust Administrator not later than March 25th (or, if the applicable March 25th is not a Business Day, the next succeeding Business Day) of each year; provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March 30th of each year as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission, then the time periods for preparation and execution of such Form 10-K set forth in this sentence shall be adjusted accordingly). Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trust Administrator. If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trust Administrator. The Trust Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trust Administrator's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit L-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trust Administrator shall sign a certification (in the form attached hereto as Exhibit L-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trust Administrator Certification") shall(provided, however, that the Trust Administrator shall not undertake an analysis of the accountant's report provided by the Servicer pursuant to Section 3.21 attached as an exhibit to the paragraph immediately belowForm 10-K), be reported by and the Seller, Servicer shall sign a certification in the form attached hereto as Exhibit L-3) for the benefit of the Depositor, the Trustee, the TrustTrust Administrator and their officers, any servicer under Item 1108(a)(3) directors and Affiliates regarding certain aspects of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements items of the Securities Exchange Act of 1934, as amended Certification (the "Exchange ActServicer Certification"). The Servicer's certification shall be delivered to the Depositor by no later than March 15th of each year (or if such day is not a Business Day, within 5 calendar days after the related Distribution Dateimmediately preceding Business Day), the Trust Administrator's certification shall be delivered to the Depositor by no later than March 15th of each year and the Depositor shall deliver the Certification to the Trust Administrator for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Reporting Parties Trust Administrator shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, the form directors and substance Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of third party claims based upon a breach of the Additional Form 10-D Disclosure applicable to such party, Trust Administrator's obligations under this Section 4.06 or any material misstatement or omission contained in the Trust Administrator Certification and (ii) the Depositor will approve, as to form Servicer shall indemnify and substance, or disapprove, as hold harmless the case may beDepositor, the inclusion Trust Administrator, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Additional Servicer's obligations under this Section 4.06, any material misstatement or omission contained in the Servicer's Certification or any information correctly derived by the Trust Administrator and included in a Form 8-K or Form 10-D Disclosure K from information provided to the Trust Administrator by the Master Servicer under this Agreement. If the indemnification to the Depositor provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trust Administrator agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust Administrator on the other and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master on the other. (d) Upon any filing with the Securities and Exchange Commission, the Trust Administrator shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trust Administrator is able to do so under applicable law, the Trust Administrator shall file a Form 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee, the Trust Administrator and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06; provided, however, that the Trust Administrator shall not be responsible for executing any Form 10-D. The Trustee has no duty under this Agreement to monitor K or enforce the performance Certification. Any such amendment may result in the reduction of the reports filed by the Reporting Parties of their duties Depositor under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphExchange Act.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee, Trustee shall be responsible for executing each file (via the Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and the Master Servicer shall sign any Form 10-K filed in the form attached hereto as Exhibit H, which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer’s annual statement of compliance described under Section 3.20 and (iii) the accountant’s report described under Section 3.21 and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the TrustTrust Fund. Within To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee shall prepare, the Master Servicer shall sign and the Trustee shall promptly file an amended Form 10-K containing such additional information. The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Master Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21 which are included in such Form 10-K. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure On or prior to March 31st of each year, commencing in addition to 2006 (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee’s inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty Master Servicer in a Remittance Report or liability for any failure hereunder to determine or prepare any Additional otherwise. The Form 10-D Disclosure absent such reportingK shall also include a certification in the form attached hereto as Exhibit J-1 (the “Certification”), direction which shall be signed by the Master Servicer. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Master Servicer and approval. For so long its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as the Trust is subject an exhibit to the reporting requirements Form 10-K). The Trustee’s certification shall be delivered to the Master Servicer by no later than March 15th of each year, commencing in 2006 (or if such day is not a Business Day, the Securities Exchange Act immediately preceding Business Day) and the Master Servicer shall deliver the Certification to the Trustee for filing no later than March 25th of 1934each year (or if such day is not a Business Day, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Master Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee’s obligations under this Section 4.06(c) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer’s obligations under this Section 4.06(c) or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee’s obligations under this Section 4.06(c) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer’s obligations under this Section 4.06(c) or the Master Servicer’s negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Master Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any a Form 108-D K (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, ) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure Prior to January 30 in addition to each year, the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") Trustee shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under in accordance with applicable law and directed and approved only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit I-2) for any failure hereunder the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such reportingForms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, direction the Servicer, and approvalnot the Trustee, shall be 95 responsible for executing each Form 10-K filed on behalf of the Trust. For so long The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trust is subject Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the reporting requirements of Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately belowextent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (the “Certification”), which shall be reported signed by the Sellersenior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the “Trustee Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, the TrusteeTrustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the “Servicer Certification”). The Servicer’s certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1immediately preceding Business Day), 1112(b), Item 1114(b)(2) or 115(b) the Trustee’s certification shall be delivered to the Depositor by no later than March 19th of Regulation AB as identified each year and the Depositor shall deliver the Certification to the Trustee by for filing no later than March 20th of each year (or if such day is not a Business Day, the Depositor (together the "Reporting Parties"immediately preceding Business Day), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution DateIn addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity, other than the Trustee, acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (together the "Reporting PartiesCertification"), any party so required under which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and directed its officers, directors and approved by Affiliates regarding certain aspects of the Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reportingand their officers, direction directors and approval. For so long as the Trust is subject to the reporting requirements Affiliates regarding certain aspects of items of the Securities Exchange Act of 1934, as amended Certification (the "Exchange ActServicer Certification"). The Servicer's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, within 5 calendar days after the related Distribution Dateimmediately preceding Business Day), the Trustee's certification shall be delivered to the Depositor by no later than March 19th of each year and the Depositor shall deliver the Certification to the Trustee for filing no later than March 25th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. 125 (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) The Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately belowextent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the "Certification"), which shall be reported signed by the Sellersenior officer of the Depositor in charge of securitization. (c) In addition, (x) the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee's Certification"); provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K and (y) the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Master Servicer Certification"). The Master Servicer Certification shall be delivered to the Depositor no later than March 18th (or if such day is not a Business Day, the Depositorpreceding Business Day). The Trustee's certification shall be delivered to the Depositor by no later than March 19th of each year (or if such day is not a Business Day, the Trusteeimmediately preceding Business Day) and the Depositor shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the Trustimmediately preceding Business Day). In addition, (A) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of third party claims based upon a breach of the Trustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (B) the Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Master Servicer's obligations under this Section 4.06(c), any servicer under Item 1108(a)(3) of Regulation AB, material misstatement or omission contained in the Master Servicer's Certification or any originator under Item 1110(b) of Regulation AB, any other party contemplated information correctly derived by Items 1100(d)(1), 1112(b), Item 1114(b)(2) the Trustee and included in a Form 8-K or 115(b) of Regulation AB as identified Form 10-K from erroneous information provided to the Trustee by the Depositor Master Servicer under this Agreement due to the Master Servicer's negligence, bad faith or willful misconduct and (together C) the "Reporting Parties"Responsible Parties shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Master Servicer's obligations under this Section 4.06(c), any party so required under and directed and approved by material misstatement or omission contained in the Depositor, and the Trustee will have no duty Master Servicer's Certification or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon information correctly derived by the Trustee and included in a Form 8-K or Form 10-K from erroneous information provided to the Trustee by the Master Servicer under this Agreement due to the Master Servicer's negligence bad faith or willful misconduct. The Responsible Parties shall indemnify and hold harmless the Trustee, the Master Servicer and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor's obligations under this Section 4.06 or the Depositor's negligence, bad faith or willful misconduct in connection therewith or any material misstatement or omission contained in any 1934 Act reports not accurately based on the Master Servicer's or the Trustee's Certification. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Master Servicer, the Trustee or the Responsible Parties, as applicable, then the other party, in connection with a breach of its respective obligations under this Section 4.06 with respect to the Depositor or Section 4.06(c) with respect to the Trustee or the Master Servicer or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor on the one hand and the Trustee and/or the Master Servicer, as applicable, on the other. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and such partythe Master Servicer a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the form Trustee shall file a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and substance certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the Additional Form 10-D Disclosure applicable to such party, and (ii) reports filed by the Depositor will approve, as to form and substance, or disapprove, as under the case may beExchange Act. Notwithstanding the foregoing, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement shall not be obligated to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties enter into any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K (beginning in October 2005) and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity, other than the Trustee, acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within . (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition Prior to March 30th of each year (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee’s inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit I-1 (together the "Reporting Parties"“Certification”), any party so required under which shall be signed by the senior officer of the Depositor in charge of securitization. (c) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Depositor and directed its officers, directors and approved by Affiliates regarding certain aspects of the Certification (the “Trustee Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification in the form attached hereto as Exhibit I-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of items of the Certification (the “Servicer Certification”). The Servicer’s certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day), the Trustee’s certification shall be delivered to the Depositor by no later than March 19th of each year and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as Depositor shall deliver the Trust is subject Certification to the reporting requirements Trustee for filing no later than March 25th of each year (or if such day is not a Business Day, the Securities Exchange Act of 1934, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties Trustee shall be required to provide to the Trustee indemnify and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and hold harmless the Depositor and such partyits officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the form and substance failure of the Additional Form 10-D Disclosure applicable Trustee to such party, timely deliver the Trustee Certification or (b) any material misstatement in the Trustee Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) the failure of the Servicer to timely deliver the Servicer Certification or (b) any material misstatement in the Servicer Certification and (iii) the Depositor will approveshall indemnify and hold harmless the Trustee and the Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, the Trustee or the Servicer, as to form and substanceapplicable, or disapprove, as then the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee (in connection with including a breach of its obligations under this Section 4.06 or its negligence, bad faith or willful misconduct in connection therewith) or the Trustee or the Servicer (in connection with a breach of its respective obligations under this Section 4.06(c)), agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor, the Trustee and the Servicer. (d) Upon any Additional filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 10-D Disclosure on Form 10-D 15 Suspension Notification with respect to the Trust Fund. (f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 4.06 in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this paragraphSection that adversely affects its obligations and immunities under this Agreement.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXXEDGAR"), any Form 10-D (or other comparable Form containing the same or comparable xx xxmparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by the xx xhe Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.. After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXXEDGAR"), any Form 10-D X (or xx other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXXEDGAR-compatible form, or xx in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

Exchange Commission; Additional Information. (ai) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable lawindustry standards, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any a Distribution Report on Form 10-D (or other comparable Form containing which shall, if applicable, provide the same or comparable information or other information mutually agreed upon), in the form and substance as required by each of the Exchange Act, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as an exhibit thereto. Any necessary disclosure in addition ; provided that the Trustee shall have received no later than 10 days prior to the statement to the Certificateholders that is required to be included date such Distribution Report on Form 10-D is required to be filed, the following information: ("Additional A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Servicer; (B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable, from the Depositor, the Seller or Servicer; (C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable; (D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report from the Depositor; (E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Depositor; (F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D Disclosure"from the Depositor and the Servicer; and (G) shall, pursuant Any exhibits to the paragraph immediately belowForm 10-D from the Depositor. (ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust at the direction and expense of the Depositor, be reported by the Sellerprovided, that, the Depositor, the TrusteeSeller or the Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided or filed with such Current Report with respect to: (A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Trust, Seller or the Servicer (including any servicer under that does not sign this Agrement and any Sub-Servicer that signs a Sub-Servicing agreement) from the Depositor, the Seller or the Servicers as applicable; (B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Servicer as applicable; and (C) Any Securities Act update provided by the Depositor. (iii) Prior to January 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 and a certification in the form attached hereto as Exhibit R-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Servicers shall provide the Trustee with the following information, as applicable, no later than March 15th of each calendar year prior to the filing deadline for the Form 10-K: (A) Any exhibits or financial statement schedules required by Item 1108(a)(315 of Form 10-K from each of the Depositor, the Seller and the Servicer; (B) A description of Regulation ABany legal proceedings pending, any originator under Item 1110(b) of Regulation AB, any other party including proceedings known to be contemplated by Items 1100(d)(1)governmental authorities, 1112(b)against the Depositor, the Seller and the Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Servicer, if applicable; (C) A description of any affiliations between the transaction parties pursuant to Item 1114(b)(2) or 115(b) 1119 of Regulation AB as identified from the Depositor; and (D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21. (b) The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (together ii) the "Reporting Parties")termination of the Trust. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any party so required under and directed and approved by the Depositoritems other than those specified in this Section 4.06; provided, and however, the Trustee will have no duty or liability for cooperate with the Depositor in connection with any failure hereunder additional filings with respect to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long the Trust Fund as the Trust is subject to the reporting requirements of Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Exchange Act shall be sent to the Depositor and such party, electronically or at the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure informationaddressed set forth in Section 11.05. The Depositor will be responsible for any reasonable fees Fees and expenses assessed or incurred by the Trustee in connection with including any Additional this Section 4.06 shall not be reimbursable from the Trust Fund. (c) The Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-D Disclosure on Form 10-D pursuant K). The Trustee's certification shall be delivered to this paragraphthe Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day).

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to The Trustee and the contrary, Master Servicer shall reasonably cooperate with the DepositorDepositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and not the Trustee, Trustee shall be responsible for executing each file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and the Master Servicer shall sign any Form 10-K filed in the form attached hereto as Exhibit H, which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the TrustTrust Fund. Within To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee shall prepare, the Master Servicer shall sign and the Trustee shall promptly file an amended Form 10-K containing such additional information. The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Master Servicer and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Certification, the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21 which are included in such Form 10-K. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, Date with a copy of the statement to the Certificateholders Monthly Statement for such Distribution Date as an exhibit thereto. Any necessary disclosure On or prior to March 31st of each year, commencing in addition to 2005 (or such earlier date as may be required by the statement to Exchange Act and the Certificateholders that is required to be included on Rules and Regulations of the Commission), the Trustee shall file a Form 10-D ("Additional K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-D Disclosure") shallK shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, pursuant in each case to the paragraph immediately below, be reported by extent they have been timely delivered to the SellerTrustee. If they are not so timely delivered, the Depositor, Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee, . The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trust, Trustee's inability or failure to obtain any servicer under Item 1108(a)(3information not resulting from its own negligence or willful misconduct or (b) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Depositor Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (together the "Reporting PartiesCertification"), any party so required under and directed and approved which shall be signed by the DepositorMaster Servicer. (c) In addition, and the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit J-2) for any failure hereunder the benefit of the Master Servicer and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent such reporting, direction and approvalK). For so long as the Trust is subject The Trustee's certification shall be delivered to the reporting requirements Master Servicer by no later than March 15th of each year, commencing in 2005 (or if such day is not a Business Day, the Securities Exchange Act immediately preceding Business Day) and the Master Servicer shall deliver the Certification to the Trustee for filing no later than March 25th of 1934each year (or if such day is not a Business Day, as amended (the "Exchange Act"immediately preceding Business Day), within 5 calendar days after the related Distribution Date. In addition, (i) the Reporting Parties shall be required to provide Trustee shall, subject to the Trustee provisions of Sections 8.01 and the Depositor8.02, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee indemnify and hold harmless the Depositor and such partythe Master Servicer and their respective officers, the form directors and substance Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Additional Form 10-D Disclosure applicable to such partyTrustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(c) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor will approveor the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as to form and substance, or disapproveapplicable, as the case may be, the inclusion a result of the Additional Form 10-D Disclosure losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Master Servicer, as applicable, on Form 10-D. The the one hand and the Trustee has no duty on the other in connection with a breach of the Trustee's obligations under this Section 4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(c) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to monitor the contrary, the Master Servicer shall not have any responsibility or enforce liability to any party relating to the performance by the Reporting Parties of their duties under this paragraph certification or proactively solicit information prepared, certified or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred distributed by the Trustee in connection or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with including any Additional Form 10-D Disclosure on Form 10-D the Commission pursuant to this paragraphSection 4.06, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.