Common use of Filings with the Commission Clause in Contracts

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. (a) No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H E and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. F. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 April 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March May 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006April 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006February 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March September 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 February 2004 through January 20062005, a Form 15D to be filed in January 2006 2004 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 June 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator Trustee shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. H. The Securities Administrator Trustee shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“"1934 Act Documents”"). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator Trustee shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in no later than January 2006 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator Trustee shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator Trustee shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator Trustee have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator Trustee a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities AdministratorTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-10 K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K 8 K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-8 K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-10 K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-file no action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March July 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateDistribution Statement, to be filed each month beginning in March 2005 through January 2006November 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 December 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006December 2004, a Form 15D to be filed in no later than January 2006 30, 2005 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006June 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator Trustee shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator Trustee shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator Trustee shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 May 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator Trustee shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator Trustee shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriateappropriate and direct the Trustee to do so at the expense of the Depositor. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator Trustee have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator Trustee a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor, it being agreed and understood that the Trustee shall not be required to execute any Form 10-K on behalf of the Trust. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities AdministratorTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March April 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“"1934 Act Documents”"). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior (a) Buyer has delivered or made available to the date on which any Sellers a true, correct and complete copy of its Annual Report on Form 10-K with respect to for the Trust is required to be filedyear ended September 30, 2000 and Quarterly Reports on Form 10-Q for the quarters ended December 31, 2000 and March 31, 2001 (collectively, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. "BUYER SEC REPORTS"). The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be Buyer SEC Reports have been timely filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Exchange Act. Buyer is eligible to file a Registration Statement. (b) The Buyer SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act of 1934and the regulations enacted thereunder, as amendedapplicable, as the case may be, and the rules thereunder (“1934 Act Documents”). Upon execution and certification regulations of the 1934 Act Documents by SEC promulgated thereunder applicable to such Buyer SEC Reports, and none of the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist Buyer SEC Reports when filed contained any untrue statement of only the following: Form 8-K reports attaching the related Servicer Certificate, a material fact or omitted to state a material fact required to be filed each month beginning stated therein or necessary in March 2005 through January 2006order to make the statements therein, a Form 15D to be filed in January 2006 (providedlight of the circumstances under which they were made, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006misleading. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and Except to the extent that information contained in any Buyer SEC Report has been revised or superseded by a later filed Buyer SEC Report, none of the Depositor shall deem Buyer SEC Reports contains any such relief untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary or appropriate. Unless otherwise advised by in order to make the Depositorstatements therein, in light of the Securities Administrator shall assume that circumstances under which they were made, not misleading. (c) The financial statements of Buyer included in the Depositor is Buyer SEC Reports filed since March 31, 1999 and in compliance any Buyer SEC Reports filed after the date of this Agreement until the Closing (including any related notes) complied and will comply as to form in all material respects, as of their respective dates of filing with the preceding sentence. In no event shall rules and regulations of the Securities Administrator SEC with respect thereto and have any liability been and will have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the execution periods indicated (subject, in the case of unaudited statements, to normal recurring year end audit adjustments which were not or content of any 1934 Act Document. The Depositor hereby grants are not expected to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commissionbe material in amount).