Common use of Filings with the Securities and Exchange Commission Clause in Contracts

Filings with the Securities and Exchange Commission. The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee.

Filings with the Securities and Exchange Commission. The provisions Trustee shall, at the expense of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. ThereuponSponsor, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shallany and all reports, at the expense of the Depositorstatements and information, prepare for filingincluding, execute and properly file with the Commission (i) the Form 10-Kwithout limitation, (ii) the Form 15 in January, 2002 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, Delinquent Loan Status Reports, REO Status Reports, Historical Loan Modification Reports, Special Servicer Loan Status Reports, Historical Loss Reports and Operating Statement Analyses (b) any additional items exclusive of the actual operating and financial statements), respecting the Trust Fund and/or the Certificates required by applicable law, specifically provided herein or otherwise reasonably requested by the Depositor, and (c) any items specifically provided herein Sponsor to be filed on behalf of the Trust under the Exchange Act; provided that that, in the case of any such items not prepared by the Trustee, such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants ; and provided, further, that any such items that are required to be delivered by the Master Servicer or the Special Servicer to the Trustee shall be so delivered in a limited power of attorney to execute and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish format suitable for conversion to the Trustee, from time format required for electronic filing via the XXXXX system (in addition to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commissionany other required format). The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX XXXXX-compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor Sponsor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies and shall file a Form 15 in respect of any response from the Commission Trust during the first January following the Closing Date that it is permitted to do so under the TrusteeExchange Act and the regulations promulgated thereunder.

Filings with the Securities and Exchange Commission. The provisions (a) With respect to the Trust's fiscal year 1999 (and, if as of this paragraph shall not apply until such time as the beginning of any Class of Certificates is registered under other fiscal year for the Securities Act of 1933. ThereuponTrust, the Depositor shall prepare for filingRegistered Certificates are held (directly or, execute and properly file in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the CommissionDepository), the initial 8-K. The Trustee shall: (i) during such fiscal year, at in accordance with the expense of Exchange Act, the Depositorrules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, prepare for filing, execute and properly file with the Commission (i) monthly, with respect to the Form 10-KTrust, (ii) the Form 15 in January, 2002 and (iii) the a Current Report on Form 8-K with the following attachments: (a) copies of the Distribution Date StatementsStatement and the Unrestricted Servicer Reports attached as exhibits; (ii) during such fiscal year, (A) monitor for and promptly notify the Depositor of the occurrence or existence of any of the matters identified in Section 11.09(a) and/or Section 8.13(b) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), (B) cooperate with the Depositor in obtaining all necessary information in order to enable the Depositor to prepare a Current Report on Form 8-K reporting any such matter in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, and (bC) execute and promptly file with the Commission any additional items requested such Current Report on Form 8-K prepared by the Depositor, and (c) any items specifically provided herein to be filed or on behalf of the Trust under Depositor and delivered to the Trustee; and (iii) within ninety (90) days following the end of such fiscal year, prepare, execute and properly file with the Commission, with respect to the Trust, an Annual Report on Form 10-K which complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission; provided that (x) the Trustee shall not have any such responsibility to file any items shall (other than those generated by it) that have not been received by the Trustee (to the extent not generated by the Trustee) in the a format required suitable for electronic filing via the XXXXX system. The Depositor hereby grants to the Trustee a limited power of attorney to execute system (or in an ASCII, Microsoft Word or Excel format) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX compatible or convertible format nor shall it have any responsibility to convert any such items (other than those generated by it) to such format. The formats and (y) the Depositor shall be responsible for preparing, executing and filing (via the XXXXX system within fifteen (15) days following the Closing Date) a Current Report on Form 8-K reporting the establishment of the Trust and whereby this Agreement is filed as an exhibit. Each of the other parties to this Agreement shall deliver to the Trustee in a format suitable for electronic filing via the XXXXX system (or in an ASCII, Microsoft Word or Excel format) any and all items (including, in the case of the Master Servicer and the Special Servicer, Unrestricted Servicer Reports) contemplated to be filed with the Commission pursuant to this Section 8.13(a). (b) At all times during the Trust's fiscal year 1999 (and, if as of the beginning of any other fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, at all times during such other fiscal year), the Trustee shall monitor for and promptly notify the Depositor of the occurrence or existence of any of the following matters of which a Responsible Officer of the Trustee has actual knowledge: (i) promptly fileany failure of the Trustee to make any monthly distributions to the Holders of any Class of Certificates, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, which failure is not otherwise reflected in the Certificateholder Reports filed with the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar or has not otherwise been reported to the Certificates; and, Depositor pursuant to any other Section of this Agreement; (ii) promptly forward copies any acquisition or disposition by the Trust of a Mortgage Loan or an REO Property, which acquisition or disposition has not otherwise been reflected in the Certificateholder Reports filed with the Commission or has not otherwise been reported to the Depositor pursuant to any other Section of this Agreement; (iii) any other acquisition or disposition by the Trust of a significant amount of assets (other than Permitted Investments, Mortgage Loans and REO Properties), other than in the normal course of business; (iv) any change in the fiscal year of the Trust; (v) any material legal proceedings, other than ordinary routine litigation incidental to the business of the Trust, to which the Trust (or any party to this Agreement on behalf of the Trust) is a party or of which any property included in the Trust Fund is subject, or any threat by a governmental authority to bring any such legal proceedings; (vi) any event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of or pertaining to the Trust or any party to this Agreement, or any actions by or on behalf of the Trust or any party to this Agreement indicating its bankruptcy, insolvency or inability to pay its obligations; and (vii) any change in the rating or ratings assigned to any Class of Certificates not otherwise reflected in the Certificateholder Reports filed with the Commission; provided that (a) the actual knowledge of a Responsible Officer of the Trustee of any response from material legal proceedings of which property included in the Commission Trust Fund is subject or of any material legal proceedings threatened by a governmental authority is limited to circumstances where it would be reasonable for the Trustee to identify such property as an asset of, or as securing an asset of, the Trust or such threatened proceedings as concerning the Trust and (b) no Responsible Officer of the Trustee shall be deemed to have actual knowledge of the matters described in clauses (vi) and (vii) of this Section 8.13(b) unless (x) any such matter contemplated in clause (vi) occurred or related specifically to the TrusteeTrust or (y) such Responsible Officer was notified in writing. (c) The Master Servicer, the Special Servicer and the Depositor shall each, as applicable, promptly notify the Trustee of the occurrence or existence of any of the following matters of which a Servicing Officer thereof has actual knowledge: (i) any material legal proceedings, other than ordinary routine litigation incidental to the business of such Person, to which the Trust or such Person or such Person on behalf of the Trust is a party or of which any property included in the Trust Fund is subject, or any threat by a governmental authority to bring any such legal proceedings; and (ii) any event of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings in respect of such Person or the Trust, or any actions by or on behalf of such Person or the Trust indicating its bankruptcy, insolvency or inability to pay its obligations. (d) If as of the beginning of any fiscal year for the Trust (other than fiscal year 1999), the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by less than 300 Holders and/or Depository Participants having accounts with the Depository, the Trustee shall, in accordance with the Exchange Act and the rules and regulations promulgated thereunder, timely file a Form 15 with respect to the Trust.

Filings with the Securities and Exchange Commission. The provisions Trustee shall, at the expense of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. ThereuponSponsor, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shallany and all reports, at the expense of the Depositorstatements and information, prepare for filingincluding, execute and properly file with the Commission (i) the Form 10-Kwithout limitation, (ii) the Form 15 in January, 2002 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, Delinquent Loan Status Reports, REO Status Reports, Historical Loan Modification Reports, Special Servicer Loan Status Reports, Historical Loss Reports and Operating Statement Analyses (b) any additional items exclusive of the actual operating and financial statements), respecting the Trust Fund and/or the Certificates required by applicable law, specifically provided herein or otherwise reasonably requested by the Depositor, and (c) any items specifically provided herein Sponsor to be filed on behalf of the Trust under the Exchange Act; provided that that, in the case of any such items not prepared by the Trustee, such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants ; and provided, further, that any such items that are required to be delivered by the Master Servicer or the Special Servicer to the Trustee shall be so delivered in a limited power of attorney to execute and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish format suitable for conversion to the Trustee, from time format required for electronic filing via the XXXXX system (in addition to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commissionany other required format). The Trustee shall have no responsibility to file any such items not prepared by it that have not been received in such XXXXX XXXXX-compatible or convertible format nor shall it have any responsibility to convert any items not prepared by it to such format. The Depositor Sponsor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies and shall file a Form 15 in respect of any response from the Commission Trust during the first January following the Closing Date that it is permitted to do so under the TrusteeExchange Act and the regulations promulgated thereunder.

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute (except in the case of Form 10-K, which the Depositor shall execute) and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 January 2006 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power of powex xx attorney to execute (except in the case of Form 10-K, which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility responsibixxxx to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee. (b) With respect to the Trust's fiscal year 2005, the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K that complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commissxxx xxxxxxxxxxd thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley Certifications shaxx xx xxxxxx xy the party or parties cxxxxxxxxxxx xx this Section 8.13). Such Sarbanes-Oxley Certification is set forth in substantially the form refxxxxxxx xx Xxxibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. (c) The Form 10-K shall include any Sarbanes-Oxley Certification. An officer of the Depositor shall sign thx Xxxxxxxx-Xxxey Certification. The Master Servicer, the Special Servicer xxx xxx Xxxxxee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification (xxxx, x "Xxxxormance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (d) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarbanes-Xxxxx Xxxxxxxcation. The failure of any such party to this Agrxxxxxx, xx xxx of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach by such xxxxx xx xxx xf its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the event such parties agree on such mxxxxxx, xxxx Xgreement shall be amended to reflect such agreement pursuant to Section 11.01. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (d) to contribute are several in the proportions described in the preceding sentence and not joint. (f) In the event that any Companion Loan is securitized and the trust fund (or similar vehicle) into which such Companion Loan is placed is then subject to the reporting requirements of the Exchange Act (including without limitation, the requirements of the Sarbanes-Oxley Act of 2002, as amended), each of the Master Servicer anx xxx Xxxxxxx Servicer hereby agree to provide reasonable cooperation (including without limitation, the provision of Sarbanes-Oxley performance certifications) to enable such trust fund to xxxxxx xxxx xuch reporting requirements applicable to such trust fund.

Filings with the Securities and Exchange Commission. The provisions of this paragraph shall not apply until such time For so long as any Class of Certificates it is registered required under the Securities Act of 1933. ThereuponExchange Act, the Depositor Trustee shall prepare for filing, execute and properly file with the Commission, the initial monthly, a Current Report on form 8-K. The K with copies of the Trustee shallReports and the Unrestricted Servicer Reports attached as exhibits, at the expense and periodically upon direction of the Depositor, prepare for filingany other reports, execute statements and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of information respecting the Trust under Fund and/or the Exchange ActCertificates that has been furnished to the Trustee; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants ; and provided, further, that any such items that are required to be delivered by the Servicer or the Special Servicer to the Trustee a limited power of attorney shall be so delivered in the format required for electronic filing via the XXXXX system (in addition to execute any other required format); and file each such document (other than provided further, that the initial Depositor shall be responsible for preparing, executing and filing the Current Report on Form 8-K) on behalf K whereby a form of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate is to prepare and file all necessary reports be filed with the CommissionCommission within 15 days following the Closing Date. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX XXXXX-compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee.

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933Act. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute signature by the Depositor or the Master Servicer and properly file with the Commission (i) monthly Current Reports on Form 10-D, (ii) the Form 10-K, (iiiii) the Form 15 in January, 2002 [______________] and (iiiiv) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, Depositor and (cb) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power xxxxr of attorney to execute (except in the case of Form 10-K which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility respoxxxxxlity to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, and (ii) promptly forward copies of any response from the Commission to the Trustee. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. If the Trustee is unable to file a Form 10-D within 15 days after a Distribution Date, it shall prepare for signature by the Depositor and file a Form 12b-25 not later than one Business Day following the due date for such Form 10-D. Within 5 days following the filing of such Form 12b-25, the Trustee shall prepare and file the related Form 10-D. (c) With respect to the Trust's fiscal year [_____], the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K, that complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Coxxxxxxxx xxxxxlgated thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification" ) (which Sarbanes-Oxley Certificatioxx xxxxx xx xxgned by the party or partxxx xxxxxxxxxxed by this Section 8.13). Such Sarbanes-Oxley Certification is set forth in substantially the forx xxxxxxxxxx xn Exhibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. If the Trustee is unable to file such Form 10-K by the applicable due date, it shall prepare for signature by the Depositor and file a Form 12b-25 not later than one Business Day following the due date for such Form 10-K. Within 5 days following the filing of such Form 12b-25, the Trustee shall prepare and file the related Form 10-K. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 8.13, to be conducted or allocated in a different manner. (d) The Form 10-K shall include any Sarbanes-Oxley Certification. An officer of the Depositor shall sixx xxx Xxxxxxxs-Oxley Certification. The Master Servicer, the Special Serxxxxx xxx xxx Trustee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certificaxxxx (xxxx, x "Performance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (e) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarxxxxx-Xxxxx Xxrtification. The failure of any such party to thix Xxxxxxxxx, xr any of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach by xxxx xxxxx xx any of its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the event such parties agree on sxxx xxxxxxx, xhis Agreement shall be amended to reflect such agreement pursuant to Section 11.01. (f) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (f) to contribute are several in the proportions described in the preceding sentence and not joint. (g) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (h) The obligations set forth in paragraphs (a) through (e) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K. On or prior to [_____], unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and filing reports on Form 8-K and 10-D as required pursuant to this Section and the parties hereto will again have the obligations set forth in paragraphs (a) through (d) of this Section. (i) The Depositor, the Trustee, the Master Servicer and the Special Servicer shall notify the Depositor and the Trustee of any proceedings of the type described in Item 1117 of Regulation AB, together with a description thereof, within two Business Days of any such party's knowledge thereof. In addition, the Depositor, the Trustee the Master Servicer and the Special Servicer shall notify the Depositor and the Trustee of any affiliation or relationships that develop following the Closing Date between the Depositor, the Trustee, the Master Servicer or the Special Servicer and any of parties listed in Item 1119 of Regulation AB, together with a description thereof, within two Business Days of any such party's knowledge thereof.

Filings with the Securities and Exchange Commission. The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 2001 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system; and provided, further, that any such items that are required to be delivered by the Master Servicer or the Special Servicer to the Trustee shall be so delivered in the format required for electronic filing or readily convertible into such required format via the XXXXX system (in addition to any other required format). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee.

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute (except in the case of Form 10-K, which the Depositor shall execute) and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 January 2006 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power of powex xx attorney to execute (except in the case of Form 10-K, which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility responsibixxxx to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee. (b) With respect to the Trust's fiscal year 2005, the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K that complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commissxxx xxxxxxxxxxd thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley Certifications shaxx xx xxxxxx xy the party or parties cxxxxxxxxxxx xx this Section 8.13). Such Sarbanes-Oxley Certification is set forth in substantially the form refxxxxxxx xx Xxxibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. (c) The Form 10-K shall include any Sarbanes-Oxley Certification. An officer of the Depositor shall sign thx Xxxxxxxx-Xxxey Certification. The Master Servicer, the Special Servicer xxx xxx Xxxxxee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification (xxxx, x "Xxxxormance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (d) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarbanes-Xxxxx Xxxxxxxcation. The failure of any such party to this Agrxxxxxx, xx xxx of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach by such xxxxx xx xxx xf its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the event such parties agree on such mxxxxxx, xxxx Xgreement shall be amended to reflect such agreement pursuant to Section 11.01. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (d) to contribute are several in the proportions described in the preceding sentence and not joint. (f) In the event that any Companion Loan is securitized and the trust fund (or similar vehicle) into which such Companion Loan is placed is then subject to the reporting requirements of the Exchange Act (including without limitation, the requirements of the Sarbanes-Oxley Act of 2002, as amended), each of the Master Servicer anx xxx Xxxxxxx Servicer hereby agree to provide reasonable cooperation (including without limitation, the provision of Sarbanes-Oxley Certifications in the form set forth on Exhibit L) to enxxxx xxxx xxxxt fund to comply with such reporting requirements applicable to such trust fund.

Filings with the Securities and Exchange Commission. The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 2003 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power of powex xx attorney to execute and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility responsibixxxx to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee.

Filings with the Securities and Exchange Commission. The provisions (a) With respect to the Trust's fiscal year ____ (and any other subsequent fiscal year for the Trust, if as of this paragraph shall not apply until the beginning of such time as any Class other subsequent fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates is registered held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, or if reporting under the Securities Exchange Act of 1933. Thereuponis required during or for, as applicable, such fiscal year because the Trustee failed to make the requisite filing suspending such reporting), the Depositor shall Trustee shall: (i) on each Distribution Date during such fiscal year, in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, prepare for filingfiling and properly file with the Commission monthly, execute with respect to the Trust, a Current Report on Form 8-K, which shall include as an exhibit a copy of the Statement to Certificateholders disseminated by the Trustee on such (A) since the preceding Distribution Date (or, in the case of the initial Distribution Date, since the Closing Date) and any Proposed Plan, other items of servicing information received by the Trustee from the Master Servicer or the Special Servicer as required by this Agreement since the preceding Distribution Date (or, in the case of the initial Distribution Date, since the Closing Date); (ii) during such fiscal year, (A) monitor for and promptly notify the Depositor of the occurrence or existence of any of the matters identified in SECTION 11.09(A) and/or SECTION 8.15(B) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), (B) cooperate with the Depositor in obtaining all necessary information in order to enable the Depositor to prepare a Current Report on Form 8-K reporting any such matter in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, and (C) promptly file with the Commission any such Current Report on Form 8-K prepared by or on behalf of the Depositor and delivered to the Trustee; (iii) at the reasonable request of, and in accordance with the reasonable directions of, any other party hereto, prepare for filing and promptly file with the Commission an amendment to any Current Report on Form 8-K previously filed with the Commission with respect to the Trust; and (iv) within 90 days following the end of such fiscal year, prepare and properly file with the Commission, with respect to the initial 8-K. The Trustee shallTrust, at the expense of the Depositor, prepare for filing, execute and properly file with the Commission (i) the an Annual Report on Form 10-K, (ii) the Form 15 which complies in January, 2002 and (iii) the Form 8-K all material respects with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf requirements of the Trust under the Exchange Act; provided that any such items shall have been received by , the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants to the Trustee a limited power of attorney to execute rules and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney regulations promulgated thereunder and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, applicable "no-action requests toletters" issued by the Commission, or requests for other appropriate exemptive relief from, which shall include as exhibits the Commission regarding the usual Annual Performance Certifications and customary exemption from certain reporting requirements granted to issuers of securities similar Annual Accountants' Reports with respect to the Certificates; andMaster Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and any interpretive guidance frox xxx Xxxxxxxxon (ii) promptly forward copies such certification(s), individually and collectively, insofar as they are required to be part of any response from particular Annual Report on Form 10-K, a "SARBANES-OXLEY CERTIFICATION") (which Sarbanes-Oxley Certifixxxxxxx xxxxx be signed by the Commission to the Trustee.party or parties xxxxemplated by SECTION 8.15(D));

Filings with the Securities and Exchange Commission. The provisions (a) With respect to the Trust's fiscal year 2001 (and, if as of this paragraph shall not apply until such time as the beginning of any Class of Certificates is registered under other fiscal year for the Securities Act of 1933. ThereuponTrust, the Depositor shall prepare for filingRegistered Certificates are held (directly or, execute and properly file in the case of Registered Certificates held in book-entry form, through the Depositary) by at least 300 Holders and/or Depositary Participants having accounts with the CommissionDepositary), the initial 8-K. The Trustee shall: (i) during such fiscal year, at in accordance with the expense of Exchange Act, the Depositorrules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, prepare for filing, execute and properly file with the Commission (i) monthly, with respect to the Form 10-KTrust, (ii) the Form 15 in January, 2002 and (iii) the a Current Report on Form 8-K with copies of the following attachments: Trustee Reports, the CMSA Delinquent Loan Status Report, the CMSA Historical Loan Modification Report, the CMSA Historical Liquidation Report and the CMSA REO Status Report attached as exhibits; (aii) during such fiscal year, (A) monitor for and promptly notify the Distribution Date StatementsDepositor of the occurrence or existence of any of the matters identified in Section 11.09(a) and/or Section 8.14(b) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), (B) cooperate with the Depositor in obtaining all necessary information in order to enable the Depositor to prepare a Current Report on Form 8-K reporting any such matter in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, and (bC) execute and promptly file with the Commission any additional items requested such Current Report on Form 8-K prepared by the Depositor, and (c) any items specifically provided herein to be filed or on behalf of the Trust under Depositor and delivered to the Trustee; and (iii) within 90 days following the end of such fiscal year, prepare, execute and properly file with the Commission, with respect to the Trust, an Annual Report on Form 10-K which complies in all material respects with the requirements of the Exchange Act; provided that any such items shall have been received by , the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX system. The Depositor hereby grants to the Trustee a limited power of attorney to execute rules and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney regulations promulgated thereunder and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX compatible or convertible format nor shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, applicable "no-action requests to, or requests for other appropriate exemptive relief from, letters" issued by the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee.Commission;

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute (except in the case of Form 10-K which the Depositor shall execute) and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 2004 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants grxxxx to the Trustee a limited power of attorney to execute (except in the case of Form 10-K which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor formax xxx shall it have any responsibility to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee. (b) With respect to the Trust's fiscal year 2003, the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K, which complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the ruxxx xxx xxxxxxtions of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification") (which Xxxxxxxx-Xxxxy Certifications shall bx xxxxxx xx xxe party or parties contemplated by this Section 8.13). Such Sarbanes-Oxley Certification is set fxxxx xx xxxxxxntially the form referenced on Exhibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. (c) The Form 10-K shall include any Sarbanes-Oxley Certification. An offixxx xx xxx Xxxositor shall sign the Sarbanes-Oxley Certification. The Masxxx Xxxxxxxx, the Special Servicer and the Trustee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Cexxxxxxxx Xxxxxn") a certification (each, a "Performance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (d) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to exexxxx xxx Xxxx 10-K or any Sarbanes-Oxley Certification. The faixxxx xx xxx xxch party to this Agreement, or any of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall nox xx xxxxxxxx as a breach by such party of any of its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the xxxxx xxxx xxxties agree on such matters, this Agreement shall be amended to reflect such agreement pursuant to Section 11.01. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (d) to contribute are several in the proportions described in the preceding sentence and not joint.

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute (except in the case of Form 10-K, which the Depositor shall execute) and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 January 2005 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power of powex xx attorney to execute (except in the case of Form 10-K, which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility responsibixxxx to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee. (b) With respect to the Trust's fiscal year 2004, the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K that complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and that shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commissxxx xxxxxxxxxxd thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley Certifications shaxx xx xxxxxx xy the party or parties cxxxxxxxxxxx xx this Section 8.13). Such Sarbanes-Oxley Certification is set forth in substantially the form refxxxxxxx xx Xxxibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. (c) The Form 10-K shall include any Sarbanes-Oxley Certification. An officer of the Depositor shall sign thx Xxxxxxxx-Xxxey Certification. The Master Servicer, the Special Servicer xxx xxx Xxxxxee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification (xxxx, x "Xxxxormance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (d) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarbanes-Xxxxx Xxxxxxxcation. The failure of any such party to this Agrxxxxxx, xx xxx of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach by such xxxxx xx xxx xf its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the event such parties agree on such mxxxxxx, xxxx Xgreement shall be amended to reflect such agreement pursuant to Section 11.01. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (d) to contribute are several in the proportions described in the preceding sentence and not joint.

Filings with the Securities and Exchange Commission. (a) The provisions of this paragraph shall not apply until such time as any Class of Certificates is registered under the Securities Act of 1933. Thereupon, the Depositor shall prepare for filing, execute and properly file with the Commission, the initial 8-K. The Trustee shall, at the expense of the Depositor, prepare for filing, execute (except in the case of Form 10-K which the Depositor shall execute) and properly file with the Commission (i) the Form 10-K, (ii) the Form 15 in January, 2002 January 2005 and (iii) the Form 8-K with the following attachments: (a) the Distribution Date Statements, and (b) any additional items requested by the Depositor, and (c) any items specifically provided herein to be filed on behalf of the Trust under the Exchange Act; provided that any such items shall have been received by the Trustee (to the extent not generated by the Trustee) in the format required for electronic filing via the XXXXX EDGAR system. The Depositor hereby grants to the Trustee a limited power of powex xx attorney to execute (except in the case of Form 10-K which the Depositor shall execute) and file each such document (other than the initial 8-K) on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any such items that have not been received in such XXXXX EDGAR compatible or convertible format nor shall it have any responsibility responsibixxxx to convert any items to such format. The Depositor shall (i) promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates; and, (ii) promptly forward copies of any response from the Commission to the Trustee. (b) With respect to the Trust's fiscal year 2004, the Trustee shall prepare and properly file with the Commission on or before the due date specified by the Commission, with respect to the Trust, an Annual Report on Form 10-K, that complies in all material respects with the requirements of the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Commission, which shall include as exhibits the Officer's Certificates and Annual Accountant's Reports delivered pursuant to Section 3.13 and Section 3.14, respectively, with respect to the Master Servicer and the Special Servicer for such fiscal year, and which shall further include such certification(s) as may be required under the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commissxxx xxxxxxxxxxd thereunder (including any interpretations thereof by the Commission's staff) (such certification(s), individually and collectively, insofar as they are required to be part of any particular Annual Report on Form 10-K, a "Sarbanes-Oxley Certification") (which Sarbanes-Oxley Certifications shaxx xx xxxxxx xy the party or parties cxxxxxxxxxxx xx this Section 8.13). Such Sarbanes-Oxley Certification is set forth in substantially the form refxxxxxxx xx Xxxibit K to this Agreement but may be submitted in such other form as the Commission may approve from time to time. (c) The Form 10-K shall include any Sarbanes-Oxley Certification. An officer of the Depositor shall sign thx Xxxxxxxx-Xxxey Certification. The Master Servicer, the Special Servicer xxx xxx Xxxxxee (each, a "Performing Party") shall provide to the Person who signs the Sarbanes-Oxley Certification (the "Certifying Person") a certification (xxxx, x "Xxxxormance Certification"), in the form set forth on Exhibit L hereto, on which the Certifying Person, the Depositor (if the Certifying Person is an individual), and the Depositor's partner, representative, Affiliate, member, manager, director, officer, employee or agent (collectively with the Certifying Person, "Certification Parties") can rely. The Trustee's certification with respect to items 1 through 3 of Exhibit L hereto shall relate to distribution information, and the Master Servicer's and Special Servicer's certification with respect to items 4 and 5 of Exhibit L hereto shall relate to servicing information. Notwithstanding the foregoing, nothing in this paragraph shall require any Performing Party to (i) certify or verify the accurateness or completeness of any information provided to such Performing Party by third parties, (ii) certify information other than to such Performing Party's knowledge and in accordance with such Performing Party's responsibilities hereunder or under any other applicable servicing agreement or (iii) with respect to completeness of information and reports, certify anything other than that all fields of information called for in written reports prepared by such Performing Party have been completed except as they have been left blank on their face. In addition, if directed by the Depositor, such Performing Party shall provide an identical certification to Depositor's certified public accountants that such Performing Party provided to its own certified public accountants to the extent such certification relates to the performance of such Performing Party's duties pursuant to this Agreement or a modified certificate limiting the certification therein to the performance of such Performing Party's duties pursuant to this Agreement. In the event any Performing Party is terminated or resigns pursuant to the terms of this Agreement, such Performing Party shall provide a Performance Certification to the Depositor pursuant to this Section 8.13(c) with respect to the period of time such Performing Party was subject to this Agreement. (d) Nothing contained in this Section 8.13 shall be construed to require any party to this Agreement (other than the Depositor), or any of such party's officers (except the officer of the Depositor who signs the Sarbanes-Oxley Certification), to execute any Form 10-K or any Sarbanes-Xxxxx Xxxxxxxcation. The failure of any such party to this Agrxxxxxx, xx xxx of such party's officers, to execute any Form 10-K or any Sarbanes-Oxley Certification shall not be regarded as a breach by such xxxxx xx xxx xf its obligations under this Agreement. The Depositor, each Performing Party and the Trustee hereby agree to negotiate in good faith with respect to compliance with any further guidance from the Commission or its staff relating to the execution of any Form 10-K and any Sarbanes-Oxley Certification. In the event such parties agree on such mxxxxxx, xxxx Xgreement shall be amended to reflect such agreement pursuant to Section 11.01. (e) Each Performing Party shall indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the applicable Performing Party of its obligations under this Section 8.13, (ii) negligence, bad faith or willful misconduct on the part of such Performing Party in the performance of such obligations or (iii) any inaccuracy made in the Performance Certification resulting from such Performing Party's negligence, bad faith or willful misconduct. A Performing Party shall have no obligation to indemnify any Certification Party for an inaccuracy in the Performance Certification of any other Performing Party. If the indemnification provided for in this Section 8.13 is unavailable or insufficient to hold harmless a Certification Party (on grounds of public policy or otherwise), then each Performing Party shall contribute to the amount paid or payable by such Certification Party as a result of the losses, claims, damages or liabilities of such Certification Party in such proportion as is appropriate to reflect the relative fault of such Certification Party on the one hand and each Performing Party on the other. The obligations of the Performing Parties in this subsection (d) to contribute are several in the proportions described in the preceding sentence and not joint.