Common use of Exchange Commission; Additional Information Clause in Contracts

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor 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 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 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 by the Trustee within 15 days after each Distribution Date with a copy of the Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 31st of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits 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 112 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 Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the 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 (the "Certification"), 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 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 the 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 immediately preceding Business Day). In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor and the 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 Trustee'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 or the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 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. (ai) The Trustee Trust Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements of the Trust Fund under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee Trust Administrator 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 Securities and Exchange Commission thereunder, and the Trustee 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 Trust FundDepositor (or such other entity). The Trustee Depositor hereby grants to the Trust Administrator a limited power of attorney to execute and file each such document on behalf of the Depositor. Such power of attorney shall prepare and sign any Form 10-K which includes as exhibits continue until the earlier of (i) receipt by the Certification (as defined in (b) below), Trust Administrator from the Depositor of written termination of such power of attorney and (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 termination 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 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. (bii) Each Form 8-K shall be filed by the Trustee Trust Administrator within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee Trust Administrator 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 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 TrusteeTrust Administrator. If they are not so timely delivered, the Trustee Trust Administrator shall file an amended Form 10-K including such documents as 112 exhibits reasonably promptly after they are delivered to the TrusteeTrust Administrator. The Trustee Trust Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the TrusteeTrust Administrator's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 L-1 (the "Certification"), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (ciii) In addition, the Servicer Trust Administrator shall sign a certification (in the form attached hereto as Exhibit J-2L-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Servicer Trust Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Servicer's , and the Servicer shall sign a certification shall be delivered to in the Trustee by no later than March 15th form attached hereto as Exhibit L-3) for the benefit of each year (or if such day is not a Business Daythe Depositor, the immediately preceding Business DayTrust Administrator and their officers, directors and Affiliates regarding certain aspects of items 1, 2, 3, 4 and 5 of the Certification (the "Servicer Certification"). In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, Servicer shall indemnify and hold harmless the Depositor and Depositor, the Servicer Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach (i) the failure of the Trustee's obligations under Section 4.06(b) Servicer to timely deliver the Servicer Certification or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) any material misstatement in 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 therewithCertification. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the ServicerDepositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee 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) 4.06 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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. (div) Upon any filing with the Commission pursuant to this Section 4.06(b)Securities and Exchange Commission, the Trustee Trust Administrator shall promptly deliver to the Depositor a copy of any executed report, statement or information. (ev) Prior to January 30 of the first year in which the Trustee Trust Administrator is able to do so under applicable law, the Trustee Trust Administrator shall file a Form 15 15D Suspension Notification with respect to the Trust Fund. (vi) 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. (vii) The Trust Administrator hereby agrees that its obligations under this Section 4.06 and those of the Depositor shall be amended in accordance with similar provisions contained in other pooling and servicing agreements entered into by Citibank, N.A. as trustee or trust administrator pursuant to which Citibank, N.A. has assumed a greater responsibility for compliance with the reporting requirements under the Exchange Act and that no additional compensation will be payable to the Trust Administrator in connection with such amendment.

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements of the Trust Fund under the Securities Exchange Act of 1934, as amended (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 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 Trust FundDepositor (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 prepare continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and sign any (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 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 filed 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 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 informationTrust. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K 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, 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 112 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 Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the "Certification"), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (c) In addition, the Servicer Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Servicer Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The ServicerTrustee's certification shall be delivered to the Trustee Depositor by no later than March 15th 18th 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, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, shall indemnify and hold harmless the Depositor and the Servicer and their respective 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(b4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer . The Depositor shall indemnify and hold harmless the Depositor, the Trustee and their respective 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 ServicerDepositor's obligations under this Section 4.06(b) 4.06 or the ServicerDepositor'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 ServicerTrustee, as applicable, then (ithe 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 its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, other party as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer, as applicable, other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the or the Depositor or the Servicer, as applicable, on the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 Agreementother. (d) Upon any filing with the Commission pursuant to this Section 4.06(b)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 FundTrust. (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 Section 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 the Trust’s satisfying the reporting requirements of the Trust Fund under the Securities Exchange Act of 1934, as amended (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 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 ’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust FundDepositor (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 prepare continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and sign any (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 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 filed 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 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 informationTrust. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.20 and the accountant's ’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 112 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 Trustee's ’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the "“Certification"”), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (c) In addition, (i) the Servicer Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Servicer Trustee shall not undertake an analysis of the accountant's ’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 Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer's 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 preceding Business Day, each year (subject to Section 4.06(e) hereof). The Trustee’s certification shall be delivered to the Trustee Depositor by no later than March 15th 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, (ia) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, shall indemnify and hold harmless the Depositor and the Servicer and their respective 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 ’s obligations under this Section 4.06(b4.06(c) 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 or the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's ’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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 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.and

Exchange Commission; Additional Information. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor 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 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 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 by the Trustee within 15 days after each Distribution Date with a copy of the Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 31st of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits 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 112 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 Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the 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 (the "Certification"), 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 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 the Form 10-K). The Servicer's certification shall be delivered to the Trustee by no later than March 15th 1st of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor and the 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 Trustee'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 or the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 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 and the Servicer shall reasonably cooperate with the Depositor 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 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 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 by the Trustee within 15 days after each Distribution Date with a copy of the Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 31st of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits 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 112 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 122 (a) the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the 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 (the "Certification"), 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 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 the 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 immediately preceding Business Day). In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor and the 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 Trustee'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 or the Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 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 and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements of the Trust Fund under the Securities Exchange Act of 1934, as amended (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 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 Trust FundDepositor (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 prepare continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and sign any (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 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 filed 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 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 informationTrust. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the 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, 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 112 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 Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the "Certification"), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (c) In addition, (x) the Servicer Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Servicer Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K) and (y) each of the Servicers shall sign a certifiction (in the form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the "Servicer Certification"). The ServicerServicer 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 preceding Business Day, each year (subject to Section 4.06(e) hereof). The Trustee's certification shall be delivered to the Trustee Depositor by no later than March 15th 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, (ia) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, shall indemnify and hold harmless the Depositor and the Servicer and their respective 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(b4.06(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, therewith and (iib) the each Servicer shall indemnify and hold harmless the DepositorDepositor 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 such Servicer's obligations under this Section 4.06(c), any material misstatement or omission contained in the Servicer's Certification or any information correctly derived by the Trustee and their respective included in a Form 8-K or Form 10-K from information provided to the Trustee by the Servicer under this Agreement. 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 ServicerDepositor's obligations under this Section 4.06(b) 4.06 or the ServicerDepositor'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 ServicerDepositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer, as applicable, as a result of the 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 the one hand and the Trustee 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 each 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 related 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 Agreementother. (d) Upon any filing with the Commission pursuant to this Section 4.06(b)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 FundTrust. (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 Section 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 of the Trust Fund under the Securities Exchange Act of 1934, as amended (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 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 Trust FundDepositor (or such other entity). The Depositor hereby grants to the Trustee shall prepare a limited power of attorney to execute each Form 8-K and sign any Form file such Forms 8-K and 10-K which includes as exhibits on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Certification (as defined in (b) below), Trustee from the Depositor of written termination of such power of attorney and (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 termination of the Trust Fund. To Notwithstanding anything herein to the extent that contrary, the Commission requires any additional information to be filed pursuant to a Form 10-KDepositor, and not the Trustee, shall prepare, sign and promptly file an amended be responsible for executing each Form 10-K containing such additional information. To filed on behalf of 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 informationTrust. (b) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), 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 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 112 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 Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 I-1 (the "Certification"), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (c) In addition, the Servicer Trustee shall sign a certification (in the form attached hereto as Exhibit J-2I-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trustee Certification") (provided, however, that the Servicer 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 Trustee Depositor by no later than March 15th 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, subject to the provisions of Sections 8.01 and 8.02, 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) 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 shall indemnify and hold harmless the Trustee and the Servicer and their respective 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 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) 4.06 or the ServicerDepositor'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 Depositor, the Trustee or the Servicer, as applicable, then the Depositor (iin 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 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 Depositor or the Servicer, as applicable, other party as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer, as applicable, other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the or Depositor, the Depositor or Trustee and the Servicer, as applicable, on the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 4.06(b)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 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

Exchange Commission; Additional Information. (a) The Trustee Trust Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements of the Trust Fund under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trustee Trust Administrator 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 Securities and Exchange Commission thereunder, and the Trustee 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 Trust FundDepositor (or such other entity). The Trustee shall prepare Depositor hereby grants to the Trust Administrator a limited power of attorney to execute each Form 8-K and sign any Form file such Forms 8-K and 10-K which includes as exhibits on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Certification (as defined in (b) below), Trust Administrator from the Depositor of written termination of such power of attorney and (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 termination of the Trust Fund. To Notwithstanding anything herein to the extent that the Commission requires any additional information to be filed pursuant to a Form 10-Kcontrary, the TrusteeDepositor, and not the Trust Administrator, shall prepare, sign and promptly file an amended be responsible for executing each Form 10-K containing such additional information. To filed on behalf of 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 informationTrust. (b) Each Form 8-K shall be filed by the Trustee Trust Administrator within 15 days after each Distribution Date Date, with a copy of the Monthly Statement statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 31st 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee Trust Administrator 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 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 TrusteeTrust Administrator. If they are not so timely delivered, the Trustee Trust Administrator shall file an amended Form 10-K including such documents as 112 exhibits reasonably promptly after they are delivered to the TrusteeTrust Administrator. The Trustee Trust Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the TrusteeTrust Administrator's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Servicer in a Remittance Report or otherwisemisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 L-1 (the "Certification"), which shall be signed by the Trusteesenior officer of the Depositor in charge of securitization. (c) In addition, the Servicer Trust Administrator shall sign a certification (in the form attached hereto as Exhibit J-2L-2) for the benefit of the Trustee Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (the "Trust Administrator Certification") (provided, however, that the Servicer Trust Administrator 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 L-3) for the benefit of the Depositor, the Trustee, the Trust Administrator 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 Trustee Depositor by no later than March 15th 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator'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 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 Trustee shall, subject to the provisions of Sections 8.01 and 8.02, Trust Administrator 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 Trust Administrator to timely deliver the Trust Administrator Certification or (b) any material misstatement in the Trust Administrator Certification and (ii) the Servicer shall indemnify and hold harmless the Depositor, the 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 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 shall indemnify and hold harmless the Trustee, the Trust Administrator and the Servicer and their respective 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 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) 4.06 or the ServicerDepositor'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 Depositor, the Trustee, the Trust Administrator or the Servicer, as applicable, then the Depositor (iin 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 Trust Administrator 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 Depositor or the Servicer, as applicable, indemnified party as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer, as applicable, other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the or Depositor, the Depositor or Trust Administrator and the Servicer, as applicable, on the one hand and the Trustee 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 the contrary, the Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee 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 the Commission pursuant to this Section 4.06(b)Securities and Exchange Commission, the Trustee 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 Trustee Trust Administrator is able to do so under applicable law, the Trustee 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. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trust Administrator shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. (g) The Trust Administrator hereby agrees that its obligations under this Section 4.06 and those of the Depositor shall be amended in accordance with similar provisions contained in other pooling and servicing agreements entered into by Citibank, N.A. as trustee or trust administrator pursuant to which Citibank, N.A. has assumed a greater responsibility for compliance with the reporting requirements under the Exchange Act and that no additional compensation will be payable to the Trust Administrator in connection with such amendment.