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

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, ) the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K 223 Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, ) the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the 279 related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to the Jersey Gardens Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the related trustee for such commercial mortgage securitization, the Master Servicer and the Special Servicer, shall provide to the Person who signs the Xxxxxxxx-Xxxxx certification with respect to such commercial mortgage securitization a certification substantially in the form attached hereto as Exhibit M-3 (which shall address the matters contained in such form, but solely with respect to the Jersey Gardens Companion Loan) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. In addition, the sub-servicing agreement applicable to the Jersey Gardens Whole Loan, if any, shall require the related sub-servicer to provide the depositor who signs the Xxxxxxxx-Xxxxx certification pursuant to the pooling and servicing agreement that governs the Jersey Gardens Companion Loan with a Sub-Servicer Backup Certification upon which such person can rely and on the date set forth in the preceding sentence (but in the year in which the depositor who signs such Xxxxxxxx-Xxxxx certification pursuant to the related pooling and servicing agreement that governs the Jersey Gardens Companion Loan signs such Xxxxxxxx-Xxxxx certification). If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case 280 may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, ) the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 S-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2S-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3S-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). Such Form 10-K shall include as 249 exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed 283 under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, ) the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to the AFR/Bank of America Portfolio Companion Loans, Water Tower Place Companion Loans, the 000 Xxxxx Xxxxxx Companion Loans and the 5 Houston Center Companion Loan, on or before March 15th of each year with respect to which a Form 10-K is filed by the related trustee for such commercial mortgage securitization, the Master Servicer and the Special Servicer, shall provide to the Person who signs the Xxxxxxxx-Xxxxx certification with respect to such commercial mortgage securitization a certification substantially in the form attached hereto as Exhibit M-3 (which shall address the matters contained in such form, but solely with respect to the AFR/Bank of America Portfolio Companion Loans, Water Tower Place Companion Loans, the 000 Xxxxx Xxxxxx Companion Loans or the 5 Houston Center Companion Loan, as applicable) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor, provided that the Trustee shall not be required to file a Form 10-K for the year 2002 unless otherwise directed to do so by the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006other than the year 2003 (unless otherwise directed to do so by the Depositor), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 S-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2S-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3S-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel counesl fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as 191 applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.

Filings with the Securities and Exchange Commission. (a) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall reasonably cooperate with the Depositor in connection with the Trust Fund's satisfying the reporting requirements under the Exchange Act. Based on information furnished to it by the Master Servicer and the Depositor (in an 80 column unformatted electronic format acceptable to the Trustee), the Trustee will prepare on behalf of the Trust Fund, Forms 8-K and 10-K customary for similar securities and any other such periodic reports required to be filed under the provisions of the Exchange Act, and the Rules and Regulations of the Commission thereunder and file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as 279 may be required by the Exchange Act and the Rules and Regulations of the Commission), commencing in 2006, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Any Form 10-K filed with the Commission in connection with this Section 8.14 shall include a certification, signed by the senior officer of the Depositor, in the form attached as Exhibit M-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"), in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission. The Form 10-K Certification shall be delivered to the Trustee for filing by March 20th of each year (or if not a Business Day, the immediately preceding Business Day). The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor; provided that the Trustee shall not execute and file such Form 10-K without the consent of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event that the Commission does not accept a Form 10-K Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. In connection with the Form 10-K Certification, the Trustee shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-2, and each of the Master Servicer and the Special Servicer shall provide the Depositor with a back-up certification substantially in the form attached hereto as Exhibit M-3. Each such certification shall be delivered to the Depositor by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, with respect to each Houston Center Companion Loan subject to a Serviced Companion Loan Securitization Agreement, on or before March 15th of each year with respect to which a Form 10-K is filed by the related Other Trustee for such commercial mortgage securitization, the Master Servicer and the Special Servicer, shall provide to the Person who signs the Sarbanes-Oxley certification with respect to such commercial mortgaxx xxxxxxxxxxxion a certification substantially in the form attached hereto as Exhibit M-3 (which shall address the matters contained in such form, but solely with respect to the applicable Houston Center Companion Loan) on which such Person and such Person's partner, representative, Affiliate, member, manager, director, officer, employee or agent can rely. Such Form 10-K shall include as exhibits the Master Servicer's and the Special Servicer's annual statement of compliance described under Section 3.13 and the accountant's report described under Section 3.14, in each case to the extent they have been timely delivered to the Trustee. In addition, the Master Servicer shall cause each sub-servicing agreement relating to the sub-servicing of a Mortgage Loan or Serviced Whole Loan to provide that no later than ten (10) days prior to the date on which the Trustee has indicated its intention to file any Form 10-K with respect to the Trust, the related sub-servicer shall execute to each certifying party and certifying officer a certification (a "Sub-Servicer Backup Certification") substantially in the form attached hereto as Exhibit M-4. In addition, the sub-servicing agreement applicable to the Houston Center Whole Loan, if any, shall require the related sub-servicer to provide the depositor who signs the Sarbanes-Oxley certification pursuant to the related Serviced Compaxxxx Xxxx Xxxxritization Agreement that governs the applicable Houston Center Companion Loan with a Sub-Servicer Backup Certification upon which such person can rely and on the date set forth in the preceding sentence (but in the year in which the depositor who signs such Sarbanes-Oxley certification pursuant to the related pooling and sexxxxxxx xxxxxxent that governs the Houston Center Companion Loans signs such Sarbanes-Oxley certification). If they are not so timely delivered, the Trustee shall xxx Xxxxxxx xhall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. Prior to January 30th of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with the Exchange Act and the Rules and Regulations of the Commission, timely file a Form 15 Suspension Notification with respect to the Trust Fund. (b) Each of the Trustee, the Fiscal Agent, the Master Servicer and the Special Servicer shall severally and not jointly indemnify and hold harmless the Depositor and its officers, directors, employees, agents and Affiliates from and against any and all loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, any breach of any obligations of the Trustee, the Fiscal Agent, the Master Servicer or the Special Servicer, as applicable, under this Section 8.14 or the negligence, bad 280 faith or willful misconduct of the Trustee, the Master Servicer or the Special Servicer, as the case may be, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable to the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 8.14 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 8.14 or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith and (iii) the Special Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Special Servicer on the other in connection with a breach of the Special Servicer's obligations under this Section 8.14 or the Special Servicer's negligence, bad faith or willful misconduct in connection therewith. (c) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor, Master Servicer and Special Servicer a copy of any such executed report, statement or information. (d) This Section 8.14 may be amended in accordance with this Agreement without the consent of the Certificateholders.