Common use of Form 10-K Filings Clause in Contracts

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2016 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152014, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2014 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2016 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152013, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.1211.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) ), and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Trust Advisor, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, (i) the Certificate Administrator shall, shall upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this AgreementAgreement and (ii) the Master Servicer or the Special Servicer, as applicable, shall provide to each related Mortgage Loan Seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. With respect to any Other SecuritizationSecuritization that includes a Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2013 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item Items 1117 and 1119 of Regulation AB as to such party, party which shall be reported if actually known by any Servicing Officer or any lawyer in the in-in house legal department of such party), in XXXXX-Compatible Format XXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor (or such other trustee and depositor) and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and party, (ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iiiii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.1711.15, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 ninety (90) days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2008 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: : (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a “Reporting Servicer”) as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0913.06. Any disclosure or information in addition to clauses the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2008, an Officer’s Certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year for which or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer’s Certificate, the Master ServicersDepositor shall review such Officer’s Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2008 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2007-7 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website (located at xxx.xxxxxxx.xxx) a final executed copy of each Form 10-K prepared and filed by the Certificate Securities Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2016 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152012, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.1211.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2012 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format XXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.1711.16, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152014, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2014 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152014, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2014 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format XXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b11.11(c). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152013, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.1211.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2013 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format XXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.1711.15, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes the Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes the Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes the Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes the Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes the Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes the Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015within 90 days after December 31, 2012, the Certificate Administrator shall prepare and file on behalf of the Trust a any Form 10-KK then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each such Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer, as required described under Section 11.1210.08; (ii) (A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1310.09, and (B) if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 10.09 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1410.10, and (B) if any registered public accounting firm attestation report required described under Section 11.14 10.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxxcertification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Sxxxxxxx-Xxxxx Certification Certification”), which shall, except as required under Section 11.09described below, be signed by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be (i) reported by the applicable parties set forth on Schedule VI hereto Exhibit V to this Agreement to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes and (ii) approved by the Depositor and such Other Depositor, and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) Disclosure, absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) Securitization Trust is subject to the reporting requirements of the Exchange Act, by no later than March 1st (with a grace period through March 15th)1, commencing in March 2015 2013, (i) the parties listed on Schedule VI hereto Exhibit V to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Certificate Administrator and Administrator, the Depositor (and in each Other Exchange Act Reporting Party and Other Depositor to which the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to information required by Item 1117 of Regulation AB as to such party, party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format compatible format (to the extent available to such party in such format), ) or in such other form format as otherwise agreed upon by the Certificate Administrator and Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such partyproviding parties, the form and substance of the any Additional Form 10-K Disclosure described on Schedule VI Exhibit V to this Agreement applicable to such party and party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-K DisclosureDisclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit R W to this Agreement, and (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented K with respect to the inclusion of such Additional Form 10-K DisclosureTrust. Other than to the extent provided for in clause (ii) above, the The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseparagraph. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the a Form 10-K Filing Deadlinewith respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of the such Form 10-K to the Depositor for review and approvalno later than March 15 in the year immediately following the year as to which such Form 10-K relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K with respect to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K. No later than 5:00 p.m., p.m. (New York City time, ) on the 4th third Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K with respect to the Trust and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file Upon receipt of such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the signed Form 10-K Filing Deadline (in electronic form or (ii) by fax copy), the Certificate Administrator shall deem such other time as report to be approved by the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the shall proceed with filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by with the TrustCommission. If a Form 10-K with respect to the Trust cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b10.03(b). After Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 300 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Pxxx Xxxxxxxxxxx, telecopy number: (000) 000-0000, e-mail: pxxx.x.xxxxxxxxxxx@cxxx.xxx, with a copy to Citigroup Global Markets Inc., 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Rxxxxxx Xxxxxxx, telecopy number: (000) 000-0000, e-mail: rxxxxxx.xxxxxxx@xxxx.xxx, and with a copy to Citigroup Global Markets Inc., 300 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Rxxx X. X’Xxxxxx, telecopy number: (000) 000-0000, email: rxxx.x.xxxxxxx@cxxx.xxx, or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 10.05 related to the timely preparation and filing of Form 10-K with respect to the Trust is contingent upon such the parties to this Agreement (and any Additional Servicer or Servicing Function ParticipantParticipant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties under this Article XISection 10.05. The Certificate Administrator and the Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or and/or timely file such any Form 10-K on a timely basiswith respect to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator or the Trustee, as applicable, or delivered to the Certificate Administrator or the Trustee, as applicable, after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful misconduct. . (b) Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-K with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in on which the Trust is required Depositor provided its signature for such filing pursuant to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure Section 10.05(a) of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K..

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152013, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2013 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format XXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152016, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2016 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152013, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2013 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format EXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152013, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or Sellers(or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2013 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format EXXXX compatible format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. (i) Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in 2015March 20___, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (iii) an annual compliance statement for each applicable Certifying the Master Servicer, the Special Servicer, each Sub-Servicer engaged by the Master Servicer and Special Servicer and the Trustee, as required described under Section 11.123.13(b); (iiiii) (A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for the Master Servicer, the Special Servicer, each applicable Reporting Additional Servicer, each Sub-Servicer and the Trustee, and any Servicing Participant engaged by such parties, as described under Section 11.133.13(a), and (B) if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 3.13(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 3.13(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting the Master Servicer, the Special Servicer, each Additional Servicer, the Trustee, each Sub-Servicer engaged by the Master Servicer or Special Servicer and any Servicing Participant engaged by such parties, as required described under Section 11.143.14, and (B) if any registered public accounting firm attestation report required described under Section 11.14 3.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (ivv) a certification in the form attached hereto as Exhibit P, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Xxxxxxxx-Xxxxx Certification Certification”), which shall, except as required under Section 11.09described below, be signed by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to clauses (iii) through (ivv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto Exhibit W to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) Trustee and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) , and the Certificate Administrator (or such Other Trustee) Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) Fund is subject to the reporting requirements of the Exchange Act, by no later than March 1st 15 (with a grace period through March 15thno cure period), commencing in March 2015 20__ (i) the parties listed on Schedule VI Exhibit W hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)a responsible officer thereof, in XXXXX-Compatible Format (to the extent available to such party in such compatible format), or in such other form format as otherwise agreed upon by the Certificate Administrator Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI Exhibit W applicable to such party and party, (ii) the parties listed on Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R V, and (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. K. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Trustee shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th5 Business Days prior to the 10-K Filing Deadline. No later than the Business Day prior to the 10-K Filing Deadline, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) Trustee of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, end of business Eastern Time on the 4th 2nd Business Day prior to the Form 10-K Filing Deadline, a senior officer of the Depositor in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustTrustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Trustee will follow the procedures set forth in Section 11.11(b8.17(b)(ii). After Promptly (but no later than 1 Business Day) after filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), Trustee will make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate AdministratorTrustee. The signing party at the Depositor can be contacted at Xxxxx Fargo Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxx Xxxx, Director. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation preparation, arrangement for execution and filing of Form 10-K is contingent upon dependent on such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XISection 8.17(k), Section 3.13 and Section 3.14. The Certificate Administrator Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or prepare, arrange for execution and/or timely file such Form 10-K resulting K, where such failure results from the Certificate AdministratorTrustee’s inability or failure to receive receive, on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires Each of the registrant parties acknowledges and agrees that one of the purposes of this Agreement is to indicate facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (by checking “yes” or “no”a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that it “purpose, (1b) has filed all reports required the parties’ obligations hereunder will be supplemented and modified as necessary to be filed by Section 13 consistent with any such amendments, interpretive advice or 15(d) guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the Exchange Act during requirements of Regulation AB, (c) the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that parties shall comply with requests made by the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, additional or different information as the Trustee or the Depositor may instruct determine in good faith is necessary to comply with the Certificate Administrator that such notice shall be effective for a period provisions of Regulation AB, and (not to exceed 12 monthsd) from the date no amendment of such notice, in which case no further notice from the Depositor this Agreement shall be required during to effect any such specified period. The Certificate Administrator shall be entitled changes in the parties’ obligations as are necessary to rely on such representations in preparing, executing and/or filing any Form 10-K.accommodate evolving interpretations of the provisions of Regulation AB.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 12.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1312.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1412.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 12.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days12.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in 2015March 20[__], the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying the Master Servicer, the Special Servicer, each Additional Servicer and the Trustee, as required described under Section 11.1211.09; (ii) (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, any Additional Servicer, each applicable Reporting Sub-Servicer engaged by the Master Servicer or the Special Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer or the Trustee, as described under Section 11.1311.10, and (B) if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 11.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting the Trustee, the Master Servicer, the Special Servicer, any Additional Servicer, each Sub-Servicer engaged by the Master Servicer and the Special Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer or the Trustee, as required described under Section 11.1411.11, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.11 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxxcertification in the form attached hereto as Exhibit K, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the "Sarbanes-Xxxxx Certification Oxley Certification"), which shall, except as required under Section 11.09describex xxxxx, xx xxgned by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to clauses (i) through (iv) above of this Section 11.05 that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto X to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) , and the Certificate Administrator (or such Other Trustee) Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than absent such reporting, direction and approval; provided, however, the Trustee shall promptly notify the Depositor of any Additional Form 10-K Disclosure which is to be reported by that it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicerreceives. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by no later than March 1st (with a grace period through March 15th)15, commencing in March 2015 20[__] (i) the parties listed on Schedule VI X hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent that a Servicing Officer or a Responsible Officer, as the case may be, thereof responsible officer has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)thereof, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such compatible format), or in such other form format as otherwise agreed upon agrexx xxon by the Certificate Administrator Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI X hereto applicable to such party and party, (ii) the parties listed on Schedule X hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and Schedule XII, (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K and (iv) the Trustee shall, at any time prior to filing the related Form 10-K; provided that if the Certificate Administrator does not receive a response from , provide prompt notice to the Depositor by such date the Depositor will be deemed to have consented to the inclusion extent that the Trustee is notified of such an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K DisclosureDisclosure from the applicable party. Other than to the extent provided for in clause (ii) above, the Certificate Administrator The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI X hereto of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. paragraph. (b) After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but approval no later than March 24th, [ ] Business Days prior to the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. K Filing Deadline. No later than 5:00 p.m., New York City time, p.m. Eastern Time on the 4th [ ] Business Day prior to the Form 10-K Filing Deadline, a the senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustTrustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Trustee will follow the procedures set forth in Section 11.11(b11.03(b). After Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), Trustee will make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate AdministratorTrustee. The parties to this Agreement acknowledge that signing party at the performance by Depositor can be contacted at: [Stephen L. Hogue], Banc of America Securities LLC, 214 North Tryon Xxxxxx, XX0-000-22-03, Charlotte, North Carolina 20000, Xxxxxxxxx Xx. (704) 387-2040, and Paul E. Kurzeja, Esq., Bank of America Corporaxxxx, 000 Xxxxh Tryox Xxxxxx, 00xx Floor, NC1-002-29-01, Charlotte, Nortx Xxxxxxxx 00000, Telephone No. (980) 386-8509. The xxxxxxx xxxxxx xxxxxxxxxxx xxxt the Certificate Administrator performancx xx xxx Xxxxxee of its duties under this Section 11.08 11.05 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days11.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"Form 10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 11.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under described in Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto X and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the . The Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIX) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year However, where information from such other party for which the Trust (or any Other Securitization) is required to file inclusion in a Form 10-K, K is not received on a timely basis but is subsequently provided within a time period that may allow for the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice timely filing of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a applicable Form 10-KK or an amendment thereto, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) then the Certificate Administrator shall upon request provide use reasonable efforts to each mortgage loan seller with respect to properly prepare, arrange for execution and file such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Form 10-K or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Serviceramendment thereto. For so long as the Trust (or Trust, and with respect to any Serviced Non-Pooled Pari Passu Companion Loan, such Other Securitization) , is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule X hereto, no later than March 1st (with a grace period through March 15th)7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 2007, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor (or, with respect to any Serviced Non-Pooled Pari Passu Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (trustee in such Other Securitization) and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Certificate Administrator, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule X, if applicable, and in the inform readily convertible to an EXXXX-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Depositor, the Certificate Administrator and such Person. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable paragraph. Any notice delivered to the Certificate Administrator out of pursuant to this paragraph shall be in the Collection Account form attached hereto as an Additional Trust Fund ExpenseExhibit Q and delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadline3:00 p.m. (New York City time) March 23rd, the Certificate Administrator shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconductreview. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” " The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”" ; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.K. No later than 5:00 pm (New York City time) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02, make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. All communications to the Depositor under this Article XI shall be delivered telephonically, to the telecopy number set forth in Section 12.05 (or as otherwise specified by the Depositor) or by electronic mail to "rxxXXxxxxxxxxxxxxx@xxxx.xxx" or such other electronic mail address as the Depositor may specify upon not less than ten (10) Business Days advance notice. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator's inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. However, (a) if a Form 10-K is permitted to be filed notwithstanding any missing information for inclusion therein, the Certificate Administrator shall promptly inform the Depositor and nonetheless file such Form 10-K at the direction of the Depositor and, if authorized under Regulation AB, provide an explanation approved by the Depositor (based solely on such notice regarding such Form 10-K as may have been delivered to it) of the circumstances and (b) where information from such other party for inclusion in a Form 10-K is not received on a timely basis but is subsequently provided within a time period that may allow for the timely filing of the applicable Form 10-K or an amendment thereto, then the Certificate Administrator shall use reasonable efforts to properly prepare, arrange for execution and file such Form 10-K or amendment thereto.

Form 10-K Filings. (a) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 201[_], the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying the Master Servicer, the Special Servicer, each Additional Servicer and the Trustee, as required described under Section 11.1211.09; (ii) (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer, any Additional Servicer, each applicable Reporting Sub-Servicer engaged by the Master Servicer or the Special Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer or the Trustee, as described under Section 11.1311.10, and (B) if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 11.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting the Trustee, the Master Servicer, the Special Servicer, any Additional Servicer, each Sub-Servicer engaged by the Master Servicer and the Special Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer or the Trustee, as required described under Section 11.1411.11, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.11 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a certification in the form attached hereto as Exhibit K, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Xxxxxxxx-Xxxxx Certification Certification”), which shall, except as required under Section 11.09described below, be signed by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to clauses (i) through (iv) above of this Section 11.05 that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto X to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) , and the Certificate Administrator (or such Other Trustee) Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than absent such reporting, direction and approval; provided, however, the Trustee shall promptly notify the Depositor of any Additional Form 10-K Disclosure which is to be reported by that it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicerreceives. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by no later than March 1st (with a grace period through March 15th)15, commencing in March 2015 201[__] (i) the parties listed on Schedule VI X hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent that a Servicing Officer or a Responsible Officer, as the case may be, thereof responsible officer has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)thereof, in XXXXX-Compatible Format (to the extent available to such party in such compatible format), or in such other form format as otherwise agreed upon by the Certificate Administrator Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI X hereto applicable to such party and party, (ii) the parties listed on Schedule X hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and Schedule XII, (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K and (iv) the Trustee shall, at any time prior to filing the related Form 10-K; provided that if the Certificate Administrator does not receive a response from , provide prompt notice to the Depositor by such date the Depositor will be deemed to have consented to the inclusion extent that the Trustee is notified of such an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K DisclosureDisclosure from the applicable party. Other than to the extent provided for in clause (ii) above, the Certificate Administrator The Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI X hereto of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. paragraph. (b) After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but approval no later than March 24th, [­­­­­­­­­ ] Business Days prior to the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. K Filing Deadline. No later than 5:00 p.m., New York City time, p.m. Eastern Time on the 4th [­­­ ] Business Day prior to the Form 10-K Filing Deadline, a the senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustTrustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Trustee will follow the procedures set forth in Section 11.11(b11.03(b). After Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), Trustee will make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate AdministratorTrustee. The signing party at the Depositor can be contacted at: Banc of America Xxxxxxx Xxxxx Commercial Mortgage Inc., Bank of America Tower, Xxx Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxx. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 11.08 11.05 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XISection 11.05. The Certificate Administrator Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or prepare, arrange for execution and/or timely file such Form 10-K resulting K, where such failure results from the Certificate AdministratorTrustee’s inability or failure to receive receive, on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator Trustee in writing, no later than the 15th calendar day of March during in any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2008 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: : (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer, the Master Servicer and the Securities Administrator (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dxxxxxxxxx xx xnformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2008, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer's Certificate, the Master ServicersDepositor shall review such Officer's Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2008 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2007-2 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon xxxx by the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate xx xxx Xxxxxxxies Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 ninety (90) days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2008 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dixxxxxxxx xx xxformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2008, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such officer's certificate, the Master ServicersDepositor shall review such officer's certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2008 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2007-1 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by uxxx xy the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate xx xxx Xxxxxxxxes Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"Form 10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2008, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 11.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto X and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the . The Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIX) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year However, where information from such other party for which the Trust (or any Other Securitization) is required to file inclusion in a Form 10-K, K is not received on a timely basis but is subsequently provided within a time period that may allow for the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice timely filing of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a applicable Form 10-KK or an amendment thereto, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) then the Certificate Administrator shall upon request provide use reasonable efforts to each mortgage loan seller with respect to properly prepare, arrange for execution and file such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Form 10-K or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Serviceramendment thereto. For so long as the Trust (or Trust, and with respect to any Serviced Non-Pooled Pari Passu Companion Loan, such Other Securitization) , is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule X hereto, no later than March 1st (with a grace period through March 15th)7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 2008, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor (or, with respect to any Serviced Non-Pooled Pari Passu Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (trustee in such Other Securitization) and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Certificate Administrator, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule X, if applicable, and in the in-house legal department of such party), in form readily convertible to an XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Depositor, the Certificate Administrator and such Person (except that delivery of reports on an assessment of compliance with Relevant Servicing Criteria and related attestation reports of registered public accounting firms shall be governed by Section 11.12 and Section 11.13). Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable paragraph. Any notice delivered to the Certificate Administrator out of pursuant to this paragraph shall be in the Collection Account form attached hereto as an Additional Trust Fund ExpenseExhibit Q and delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadline3:00 p.m. (New York City time) March 23rd, the Certificate Administrator shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconductreview. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” " The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”" ; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.K. No later than 5:00 pm (New York City time) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02, make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. All communications to the Depositor under this Article XI shall be delivered telephonically, to the telecopy number set forth in Section 12.05 (or as otherwise specified by the Depositor) or by electronic mail to "xxxXXxxxxxxxxxxxxx@xxxx.xxx" or such other electronic mail address as the Depositor may specify upon not less than ten (10) Business Days advance notice. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator's inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. However, (a) if a Form 10-K is permitted to be filed notwithstanding any missing information for inclusion therein, the Certificate Administrator shall promptly inform the Depositor and nonetheless file such Form 10-K at the direction of the Depositor and, if authorized under Regulation AB, provide an explanation approved by the Depositor (based solely on such notice regarding such Form 10-K as may have been delivered to it) of the circumstances and (b) where information from such other party for inclusion in a Form 10-K is not received on a timely basis but is subsequently provided within a time period that may allow for the timely filing of the applicable Form 10-K or an amendment thereto, then the Certificate Administrator shall use reasonable efforts to properly prepare, arrange for execution and file such Form 10-K or amendment thereto. It is hereby acknowledged that, with respect to each Pooled Mortgage Loan (if any) that is identified on Schedule XII hereto, the Mortgaged Property or the Borrower is a "significant obligor" with respect to the Trust representing more than 10% and less than 20% of the aggregate initial Stated Principal Balance of the Pooled Mortgage Loans for purposes of Regulation AB, and, accordingly, Instruction J(2)(B) of Form 10-K provides for the inclusion of updated net operating income of such "significant obligor" as required by Item 1112(b)(1) of Regulation AB on each Form 10-K to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement of such "significant obligor" is required to be delivered to the lender under the related Mortgage Loan Documents. If the related Pooled Mortgage Loan is a Serviced Mortgage Loan and either it constitutes a Specially Serviced Mortgage Loan or the related Mortgaged Property constitutes an REO Property, the applicable Special Servicer shall forward any financial statement that it receives or causes to be prepared under Section 3.12(b) to the applicable Master Servicer promptly after the applicable Special Servicer's receipt or preparation thereof. Whether or not the related Pooled Mortgage Loan is a Serviced Mortgage Loan, promptly following receipt of an updated financial statement of such "significant obligor" (whether from the related Borrower, the Non-Trust Master Servicer under the Non-Trust Servicing Agreement or the Special Servicer under this Agreement), the applicable Master Servicer shall update the following columns of the CMSA Loan Periodic Update File for the applicable Distribution Date: columns BB, BP, BT and BU (corresponding to fields 54--"Preceding Fiscal Year NOI", 68--"Most Recent NOI", 72--"Most Recent Financial As of Start Date" and 73--"Most Recent Financial As of End Date"), as such column references and field numbers may change from time to time. If the related Pooled Mortgage Loan is a Serviced Mortgage Loan and the applicable Master Servicer does not receive a financial statement of such "significant obligor" within ten Business Days after the date such financial statement is required or would have been required to be delivered under the related Mortgage Loan Documents (which, for the avoidance of doubt, is the date set forth opposite such Pooled Mortgage Loan on Schedule XII), (i) such Master Servicer shall notify the Depositor (and either (x) if such Pooled Mortgage Loan is a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan, the applicable Special Servicer hereunder, or (y) in the case of a Non-Trust Serviced Pooled Mortgage Loan, the applicable Non-Trust Master Servicer under the Non-Trust Servicing Agreement) that it has not received such financial statement and (ii) such Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to continue to attempt to obtain such financial statement from the related Borrower (if such Pooled Mortgage Loan is a Serviced Mortgage Loan that is not a Specially Serviced Mortgage Loan), the Non-Trust Master Servicer (if such Pooled Mortgage Loan is a Non-Trust-Serviced Pooled Mortgage Loan) or applicable Special Servicer (if such Pooled Mortgage loan is a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan). In such circumstances, the applicable Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Borrower to obtain the required financial statement and is unsuccessful and, within five Business Days prior to the date in which a Form 10-K is required to be filed by the Trust, shall forward an Officer's Certificate with respect to such attempts to the Certificate Administrator and the Depositor. Such Officer's Certificate shall be delivered to the Certificate Administrator at Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or transmitted via electronic mail to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx (or such other address or electronic mail address as the Certificate Administrator may specify upon not less than ten (10) Business Days advance notice), and transmitted via electronic mail to the Depositor at the electronic mail address therefor set forth above in this Section 11.07. If the Certificate Administrator has not received updates to the relevant columns of the CMSA Loan Periodic Update File as described above for any applicable Distribution Date, it shall include the following statement with respect to Item 1112(b)(1) on the related Form 10-K: "The information required for this Item 1112(b)(1) rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this Item 1112(b)(1), and the registrant has been unable to obtain such information to include on this Form 10-K by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended" or such other statement as is directed by the Depositor.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement and the Servicing Agreement: : (i) an annual compliance statement for the Servicer and each applicable Certifying Additional Servicer (each such party, a "Reporting Servicer") as described below, as required under Section 11.12; (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1311.04 and Section 11.07, and (B) if any a Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 11.04 and Section 11.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any a Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 11.04 and Section 11.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0911.06. Any dixxxxxxxx xx xxformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will Trustee shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 11.04. The Trustee, at the direction of the Depositor, shall cause the Servicer, in accordance with and to the extent set forth in the Servicing Agreement, to deliver to the Trustee an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement As set forth on Schedule VI) absent such reporting and approval. Not Exhibit O hereto, no later than the end March 15 of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto New Century Alternative Mortgage Loan Trust 2006-ALT2 Asset-Backed Certificates transaction shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by uxxx xy the Certificate Administrator and the Depositor Trustee and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days11.04.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152014, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2014 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any disxxxxxxx xx xxxormation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer 121 and the nature and status thereof. Promptly after receipt of each such officer's certificate, the Master ServicersDepositor shall review such officer's certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-14 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by upxx xx the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate bx xxx Xxxxxxxxxs Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during 122 the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required described under Section 11.1210.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1310.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1410.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 10.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under Section 11.09desxxxxxx xx Xxxxion 10.8. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI IV hereto to the Depositor and the Certificate Administrator Trustee (and to any Other Depositor other depositor or Other Trusteeother trustee related to any other securitization trust relating to any securitized Serviced Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) other depositor), and the Certificate Administrator Trustee (or such Other Trusteeother trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIIV) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitizationother securitization trust relating to a Serviced Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special Servicers, the Certificate Administrator, the Trust Advisor Servicer and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Companion Loan Securitization Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitizationother securitization trust relating to a Serviced Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2007 (i) the parties listed on Schedule VI IV hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee other depositor or Other Depositorother trustee related to any other securitization trust relating to any securitized Serviced Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item Items 1117 and 1119(a) of Regulation AB as to such party, party which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEDGAR-Compatible Format compatible format (to the extent available extxxx xvailable to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator Trustee and the Depositor (or such other trustee and depositor) and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI IV applicable to such party and party, (ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R V and (iiiii) the Certificate Administrator Trustee shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator Trustee is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator Trustee does not receive a response from the Depositor by such date time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iiiii) above, the Certificate Administrator Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseparagraph. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator Trustee in writing (which may be furnished electronically) of any changes to or approval approved of such Form 10-K. No later than 5:00 p.m., p.m. New York City time, time on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall file such Form 10-K, upon signature thereof as provided in Section 11.1710.16, not later than (i) 5:30 p.m. pm (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator Trustee mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Trustee will follow the procedures set forth in Section 11.11(b10.10(b). After filing with the Commission, the Certificate Administrator Trustee shall, pursuant to Section 8.12(b4.02(c), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. K. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 11.08 10.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. X. The Certificate Administrator Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s Trustee's inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 201[_], the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 11.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the . The Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year However, where information from such other party for which the Trust (or any Other Securitization) is required to file inclusion in a Form 10-K, K is not received on a timely basis but is subsequently provided within a time period that may allow for the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice timely filing of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a applicable Form 10-KK or an amendment thereto, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) then the Certificate Administrator shall upon request provide use reasonable efforts to each mortgage loan seller with respect to properly prepare, arrange for execution and file such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Form 10-K or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Serviceramendment thereto. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule VI hereto, no later than March 1st (with a grace period through March 15th)7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 201[_], each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Certificate Administrator, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule VI, if applicable, and in the in-house legal department of such party), in form readily convertible to an XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Depositor, the Certificate Administrator and such Person (except that delivery of reports on an assessment of compliance with Relevant Servicing Criteria and related attestation reports of registered public accounting firms shall be governed by Section 11.12 and Section 11.13). Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable paragraph. Any notice delivered to the Certificate Administrator out of pursuant to this paragraph shall be in the Collection Account form attached hereto as an Additional Trust Fund ExpenseExhibit R and delivered by facsimile to [(000) 000-0000] and by email to [xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx], or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadline3:00 p.m. (New York City time) March 23rd, the Certificate Administrator shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconductreview. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”” ; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.K. No later than 5:00 pm (New York City time) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02, make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. All communications to the Depositor under this Article XI shall be delivered telephonically, to the telecopy number set forth in Section 12.05 (or as otherwise specified by the Depositor) or by electronic mail to [________________] or such other electronic mail address as the Depositor may specify upon not less than ten (10) Business Days advance notice. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. However, (a) if a Form 10-K is permitted to be filed notwithstanding any missing information for inclusion therein, the Certificate Administrator shall promptly inform the Depositor and nonetheless file such Form 10-K at the direction of the Depositor and, if authorized under Regulation AB, provide an explanation approved by the Depositor (based solely on such notice regarding such Form 10-K as may have been delivered to it) of the circumstances and (b) where information from such other party for inclusion in a Form 10-K is not received on a timely basis but is subsequently provided within a time period that may allow for the timely filing of the applicable Form 10-K or an amendment thereto, then the Certificate Administrator shall use reasonable efforts to properly prepare, arrange for execution and file such Form 10-K or amendment thereto. It is hereby acknowledged that, with respect to each Mortgage Loan (if any) that is identified on Schedule VIII hereto, the Mortgaged Property or the Borrower is a “significant obligor” with respect to the Trust representing more than 10% and less than 20% of the aggregate initial Stated Principal Balance of the Mortgage Loans for purposes of Regulation AB, and, accordingly, Instruction J(2)(B) of Form 10-K provides for the inclusion of updated net operating income of such “significant obligor” as required by Item 1112(b)(1) of Regulation AB on each Form 10-K to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement of such “significant obligor” is required to be delivered to the lender under the related Mortgage Loan Documents. If either the related Mortgage Loan constitutes a Specially Serviced Mortgage Loan or the related Mortgaged Property constitutes an REO Property, the Special Servicer shall forward any financial statement that it receives or causes to be prepared under Section 3.12(b) to the Master Servicer promptly after the Special Servicer’s receipt or preparation thereof. Promptly following receipt of an updated financial statement of such “significant obligor” (whether from the related Borrower or the Special Servicer under this Agreement), the Master Servicer shall update the following fields in the CREFC Loan Periodic Update File for the applicable Distribution Date: (fields 54—“Preceding Fiscal Year NOI”, 68—“Most Recent NOI”, 72—“Most Recent Financial As of Start Date” and 73—“Most Recent Financial As of End Date”), as such field numbers may change from time to time. If the Master Servicer does not receive a financial statement of such “significant obligor” within ten Business Days after the date such financial statement is required or would have been required to be delivered under the related Mortgage Loan Documents (which, for the avoidance of doubt, is the date set forth opposite such Mortgage Loan on Schedule VIII), (i) the Master Servicer shall notify the Depositor (and if such Mortgage Loan is a Specially Serviced Mortgage Loan, the Special Servicer hereunder) that it has not received such financial statement and (ii) the Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to continue to attempt to obtain such financial statement from the related Borrower (if such Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special Servicer (if such Mortgage Loan is a Specially Serviced Mortgage Loan). In such circumstances, the Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Borrower to obtain the required financial statement and is unsuccessful and, within five Business Days prior to the date in which a Form 10-K is required to be filed by the Trust, shall forward an Officer’s Certificate with respect to such attempts to the Certificate Administrator and the Depositor. Such Officer’s Certificate shall be delivered to the Certificate Administrator at [Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group], or transmitted via electronic mail to [xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx] (or such other address or electronic mail address as the Certificate Administrator may specify upon not less than ten (10) Business Days’ advance notice), and transmitted via electronic mail to the Depositor at the electronic mail address therefor set forth above in this Section 11.07. If the Certificate Administrator has not received updates to the relevant columns of the CREFC Loan Periodic Update File as described above for any applicable Distribution Date, it shall include the following statement with respect to Item 1112(b)(1) on the related Form 10-K: “The information required for this Item 1112(b)(1) rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this Item 1112(b)(1), and the registrant has been unable to obtain such information to include on this Form 10-K by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as is directed by the Depositor.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 200[7], the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Master Servicer, Special Servicer and Additional Servicer, as required described under Section 11.12; 11.08, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1311.09, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 11.09 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 11.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.10, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0911.05. Any disclosure or disclxxxxx xx -269- information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in the next paragraph. As set forth on Schedule VI) absent such reporting and approval. Not V hereto, no later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end [____] of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as that the Trust (or any Other Securitization) is subject to the Exchange Act reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th)requirements, commencing in March 2015 (i) 200[7], the parties listed persons identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officerknown, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an if applicable. The Paying Agent shall (i) forward any Additional Form 10-K Disclosure Notification in received by it or prepared by it (with respect to Additional Form 10-K Disclosure relating to the form attached hereto as Exhibit R Paying Agent) to the Depositor at least 15 calendar days prior to the date the related Form 10-K is required to be filed, which delivery will also include notice to the Depositor of any breaches of pool asset representations and warranties or transaction covenants of which it has notice and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator Paying Agent is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than The Depositor shall, at least 7 calendar days prior to the end of business on March 15thdate the related From 10-K is required to be filed, to the extent it deems necessary, forward to the Paying Agent in EDGAR-compatible form, or in such other form as otherwise agreed upon xx xhe Paying Agent and the Depositor, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion substance of the Additional Form 10-K Disclosure on Disclosure, which the Paying Agent shall then file with the related Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator Paying Agent in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseparagraph. After preparing the Form 10-K, on or prior to the 6th [ ] Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Paying Agent shall forward electronically a draft copy of the Form 10-K to the Depositor and the Master Servicer for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, 5:00pm EST on the 4th [ ] Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign [or direct the Paying Agent to sign pursuant to a power-of-attorney from the Depositor] the Form 10-K and return an electronic or fax copy of such signed Form 10-K [or power of attorney (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustPaying Agent. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Paying Agent will follow the procedures set forth in Section 11.11(b11.10(b). After filing with the Commission, the Certificate Administrator Paying Agent shall, pursuant to Section 8.12(b)[ ], make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by K. The signing party at the Certificate AdministratorDepositor can be contacted at [______]. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator Paying Agent shall have no liability with respect to any failure to properly prepare prepare, execute or file such Form 10-K resulting from the Certificate Administrator’s Paying Agent's inability or failure to obtain or receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 20___, the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 13.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1313.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as required under described in Section 11.0913.8. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required described under Section 11.1210.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1310.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1410.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 10.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2008, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 12.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1312.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1412.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 12.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days12.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 ninety (90) days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2008 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dixxxxxxxx xx xxformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2008, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer's Certificate, the Master ServicersDepositor shall review such Officer's Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2008 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2007-6 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by uxxx xy the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate xx xxx Xxxxxxxxes Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation 133 and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Master Servicer, Special Servicer and Additional Servicer, as required described under Section 11.12; 12.08, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1312.09, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.09 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1412.10, and (B) if any registered public accounting firm attestation report required described under Section 11.14 12.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0912.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in the next paragraph. As set forth on Schedule VI) absent such reporting and approval. Not 5 hereto, no later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end [____] of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as that the Trust (or any Other Securitization) is subject to the Exchange Act reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th)requirements, commencing in March 2015 (i) 2007, the parties listed persons identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officerknown, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in if applicable, and the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at Depositor shall provide any time comments to such disclosure within ___business days prior to the filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable partydate. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the . The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator Paying Agent in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseparagraph. After preparing the Form 10-K, on or prior to the 6th [6th] Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Paying Agent shall forward electronically a draft copy of the Form 10-K to the Depositor and the Servicer for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, 5:00pm EST on the 4th [4th] Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign [or direct the Paying Agent to sign pursuant to a power-of-attorney from the Depositor] the Form 10-K and return an electronic or fax copy of such signed Form 10-K [or power of attorney (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustPaying Agent. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Paying Agent will follow the procedures set forth in Section 11.11(b12.10(b). After filing with the Commission, the Certificate Administrator Paying Agent shall, pursuant to Section 8.12(b)[__], make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by K. The signing party at the Certificate AdministratorDepositor can be contacted at [______]. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator Paying Agent shall have no liability with respect to any failure to properly prepare prepare, execute or file such Form 10-K resulting from the Certificate Administrator’s Paying Agent's inability or failure to obtain or receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2008 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: : (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a “Reporting Servicer”) as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0913.06. Any disclosure or information in addition to clauses the disclosure or information specified in items (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2008, an Officer’s Certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year for which or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer’s Certificate, the Master ServicersDepositor shall review such Officer’s Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2008 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2007-10 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at xxx.xxxxxxx.xxx) a final executed copy of each Form 10-K prepared and filed by the Certificate Securities Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. (i) Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (iii) an annual compliance statement for each applicable Certifying the Master Servicer, the Special Servicer, each Sub-Servicer engaged by the Master Servicer and Special Servicer and the Trustee, as required described under Section 11.123.13(b); (iiiii) (A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for the Master Servicer, the Special Servicer, each applicable Reporting Additional Servicer, each Sub-Servicer and the Trustee, and any Servicing Participant engaged by such parties, as described under Section 11.133.13(a), and (B) if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 3.13(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s such report on assessment of compliance with servicing criteria required described under Section 11.13 3.13(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting the Master Servicer, the Special Servicer, each Additional Servicer, the Trustee, each Sub-Servicer engaged by the Master Servicer or Special Servicer and any Servicing Participant engaged by such parties, as required described under Section 11.143.14, and (B) if any registered public accounting firm attestation report required described under Section 11.14 3.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (ivv) a Xxxxxxxxcertification in the form attached hereto as Exhibit O, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the "Sarbanes-Xxxxx Certification Oxley Certification"), which shall, except as required under Section 11.09describxx xxxxx, xx xigned by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to clauses (iii) through (ivv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto Exhibit W to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) Trustee and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) , and the Certificate Administrator (or such Other Trustee) Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) Fund is subject to the reporting requirements of the Exchange Act, by no later than March 1st 15 (with a grace period through March 15thno cure period), commencing in March 2015 2007 (i) the parties listed on Schedule VI Exhibit W hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof responsible officer has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)thereof, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such compatible format), or in such other form format as otherwise agreed upon xxxx by the Certificate Administrator Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI Exhibit W applicable to such party and party, (ii) the parties listed on Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R V, and (iiiii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 13.9, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1313.10, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.10 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.11, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.11 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0913.6. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto XVI and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved Paying Agent for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIXVI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule XVI hereto, no later than March 1st 7th (with a grace period through March 15th)) of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 2007, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor (or, with respect to any Serviced Companion Mortgage Loan that is deposited into an Other Securitization, the depositor and the Depositor (trustee in such Other Securitization) and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Paying Agent, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule XVI, if applicable, and in the in-house legal department of such party), in form readily convertible to an XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Certificate Administrator Depositor, the Paying Agent and such Person. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Paying Agent shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed charged and any out-of-pocket expenses incurred by the Certificate Administrator Paying Agent in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. Any notice delivered to the Paying Agent pursuant to this paragraph shall be reimbursable 270 delivered by facsimile to (000) 000-0000 and by email to xxxxx@xxxxxxx.xxx or such other address as may hereafter be furnished by the Paying Agent to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseother parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadlinenoon (New York City time) on March 23rd, the Certificate Administrator Paying Agent shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., pm (New York City time, ) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustPaying Agent. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Paying Agent will follow the procedures set forth in Section 11.11(b13.8(b). After filing with the Commission, the Certificate Administrator Paying Agent shall, pursuant to Section 8.12(b)5.4, make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared K. The signing party at the Depositor can be contacted at Xxxxxx Xxxxxxx Capital I Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Friend, with a copy to Xxxxxxx Xxxxxx and filed by the Certificate AdministratorXxxxxxxx Xxxxx, Esq. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator Paying Agent of its duties under this Section 11.08 13.5 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XIXIII. The Certificate Administrator Paying Agent shall have no liability with respect to any failure to properly prepare prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator’s Paying Agent's inability or failure to receive on a timely basis any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 20___, the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 13.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1313.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.8. Any disclosure or information discloxxxx xx xxxxxxation in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved Paying Agent for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule VI hereto, no later than March 1st (with a grace period through March 15th)___ of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 20___, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Paying Agent, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule VI, if applicable, and in the inform readily convertible to an EDGAR-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by txx Xxpositor, the Paying Agent and such Person. Unless otherwise directed by the Certificate Administrator Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March ___, the Paying Agent shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed charged and any out-of-pocket expenses incurred by the Certificate Administrator Paying Agent in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. Any notice delivered to the Paying Agent pursuant to this paragraph shall be reimbursable delivered by facsimile to [insert facsimile no.] and by email to [insert email address], or such other address as may hereafter be furnished by the Paying Agent to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseother parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadlinenoon (New York City time) on March 23rd, the Certificate Administrator Paying Agent shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., pm (New York City time, ) on the 4th ___ Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustPaying Agent. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Paying Agent will follow the procedures set forth in Section 11.11(b13.10(b). After filing with the Commission, the Certificate Administrator Paying Agent shall, pursuant to Section 8.12(b)5.4, make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by K. The signing party at the Certificate AdministratorDepositor can be contacted at [insert address]. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator Paying Agent of its duties under this Section 11.08 13.7 related to the timely preparation and filing of Form 10-K is -279- contingent upon such parties (and and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XIXIII. The Certificate Administrator Paying Agent shall have no liability with respect to any failure to properly prepare prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator’s Paying Agent's inability or failure to receive on a timely basis any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the Servicing Agreement: : (i) an annual compliance statement for each applicable Certifying the Servicer, each Additional Servicer and the Securities Administrator (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1312.04 and Section 12.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.04 and Section 12.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 12.04 and Section 12.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1412.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 12.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0912.06. Any discxxxxxx xx xxxxrmation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 12.04. The Securities Administrator shall deliver to the Depositor on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer's Certificate, the Master ServicersDepositor shall review such Officer's Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Trustee, at the direction of the Depositor, shall cause the Servicer, in accordance with and to the extent set forth in the Servicing Agreement, to deliver to the Securities Administrator an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-13 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by upox xx the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days12.04.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 20152014, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or and the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2014 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee Depositor or Other DepositorTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Trustee within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required described under Section 11.1210.11; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.1310.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 10.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1410.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 10.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0910.8. Any disclosure Xxx xxxxxxxure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI IV hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) Trustee and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) , and the Certificate Administrator (or such Other Trustee) Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIIV) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shallMaster Servicer, upon request (which can be in the form of electronic mail Special Servicer and which may be continually effective), the Trustee shall provide the other parties to each Mortgage Loan Seller this Agreement with written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged Servicing Function Participant retained by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicerparty. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 2007 (i) the parties listed on Schedule VI IV hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item Items 1117 and 1119 of Regulation AB as to such party, party which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXXEDGAR-Compatible Format compatible format (to the extent available to such party in such formatsucx xxxmat), or in such other form as otherwise agreed upon by the Certificate Administrator Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI IV applicable to such party and party, (ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R V and (iiiii) the Certificate Administrator Trustee shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator Trustee is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator Trustee does not receive a response from the Depositor by such date time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iiiii) above, the Certificate Administrator Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseparagraph. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator Trustee in writing (which may be furnished electronically) of any changes to or approval approved of such Form 10-K. No later than 5:00 p.m., p.m. New York City time, time on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate AdministratorTrustee. The Certificate Administrator Trustee shall file such Form 10-K, upon signature thereof as provided in Section 11.1710.16, not later than (i) 5:30 p.m. pm (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator Trustee mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Trustee will follow the procedures set forth in Section 11.11(b10.10(b). After filing with the Commission, the Certificate Administrator Trustee shall, pursuant to Section 8.12(b4.02(c), make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate AdministratorTrustee. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 11.08 10.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. X. The Certificate Administrator Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s Trustee's inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” " The Depositor hereby represents to the Certificate Administrator Trustee that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator Trustee in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”" ; provided provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator Trustee shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate AdministratorTrustee) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator Trustee that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator Trustee in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K will be filed in respect of the Trust Fund if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. .” The Certificate Administrator Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report. Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K.K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement: (ii) an annual compliance statement for the Master Servicer, the Special Servicer and each Additional Servicer engaged by the Master Servicer, the Special Servicer or the Trustee, as applicable as described under Section 3.13(b); (iii) (A) the annual reports on assessment of compliance with Relevant Servicing Criteria for the Master Servicer, the Special Servicer, each Additional Servicer, each Sub-Servicer and the Trustee, and any Servicing Participant engaged by such parties, as described under Section 3.13(a), and (B) if any such report on assessment of compliance with Relevant Servicing Criteria described under Section 3.13(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with Relevant Servicing Criteria described under Section 3.13(a) is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included; (iv) (A) the registered public accounting firm attestation report for the Master Servicer, the Special Servicer, each Additional Servicer, the Trustee, each Sub-Servicer engaged by the Master Servicer or Special Servicer and any Servicing Participant engaged by such parties, as described under Section 3.14, and (B) if any registered public accounting firm attestation report described under Section 3.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included; and (v) a certification in the form attached hereto as Exhibit O, with such changes as may be necessary or appropriate as a result of changes promulgated by the Commission (the “Xxxxxxxx-Xxxxx Certification”), which shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization. Any disclosure or information in addition to (ii) through (v) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Exhibit W to the Depositor and the Trustee and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure absent such reporting, direction and approval or as set forth in the next paragraph. For so long as the Trust Fund is subject to the reporting requirements of the Exchange Act, no later than March 15 (with no cure period), commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K (i) the parties listed on Exhibit W hereto shall be required to provide to the Trustee and the Depositor, to the extent a responsible officer has actual knowledge thereof, in XXXXX-compatible format, or in such other format as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Exhibit W applicable to such party, (ii) the parties listed on Exhibit W hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit V, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee has no duty under this Agreement to enforce the performance by the parties listed on Exhibit W of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, the Trustee shall forward electronically a copy of the Form 10-K to the Depositor for review no later than March 23rd of each year in which the Trust Fund is required to file a Form 10-K. Within 3 Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than end of business Eastern Time on the fourth Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor in charge of securitization shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in Section 8.17(b)(ii). Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trustee. The signing party at the Depositor can be contacted at Wachovia Commercial Mortgage Securities, Inc., 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxx, Managing Director, Xxxxxxxxx Xxxxxxx, Vice President, X. Xxxxx Xxxx, Jr., Vice President, Xxxx Xxxxxxxx, Esq., Senior Vice President and Assistant General Counsel. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 10-K is dependent on such parties (and any Additional Servicer or Servicing Participant) observing all applicable deadlines in the performance of their duties under this Section 8.17(k), Section 3.13 and Section 3.14. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. In the event the Master Servicer, the Special Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Participant engaged by it to provide, and the Master Servicer shall use its reasonable efforts to cause any Additional Servicer to provide, a Back-Up Certification to the Certifying Person pursuant to this Section 8.17(k) with respect to the period of time that the Master Servicer, the Special Servicer or the Trustee was subject to this Agreement. Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information as the Trustee or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dixxxxxxxx xx xxformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) 123 above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such officer's certificate, the Master ServicersDepositor shall review such officer's certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-16 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by uxxx xy the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 124 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate xx xxx Xxxxxxxxes Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"Form 10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 11.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1311.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 11.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1411.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0911.08. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto XI and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the . The Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIX) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year However, where information from such other party for which the Trust (or any Other Securitization) is required to file inclusion in a Form 10-K, K is not received on a timely basis but is subsequently provided within a time period that may allow for the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice timely filing of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a applicable Form 10-KK or an amendment thereto, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) then the Certificate Administrator shall upon request provide use reasonable efforts to each mortgage loan seller with respect to properly prepare, arrange for execution and file such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Form 10-K or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Serviceramendment thereto. For so long as the Trust (or Trust, and with respect to any Serviced Non-Pooled Pari Passu Companion Loan, such Other Securitization) , is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule X hereto, no later than March 1st (with a grace period through March 15th)7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 2007, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor (or, with respect to any Serviced Non-Pooled Pari Passu Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (trustee in such Other Securitization) and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Certificate Administrator, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule X, if applicable, and in the in-house legal department of such party), in form readily convertible to an XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Depositor, the Certificate Administrator and such Person. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Certificate Administrator shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable paragraph. Any notice delivered to the Certificate Administrator out of pursuant to this paragraph shall be in the Collection Account form attached hereto as an Additional Trust Fund ExpenseExhibit Q and delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadline3:00 p.m. (New York City time) March 23rd, the Certificate Administrator shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., pm (New York City time, ) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K and shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b)4.02, make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. All communications to the Depositor under this Article XI shall be delivered telephonically, to the telecopy number set forth in Section 12.05 (or as otherwise specified by the Depositor) or by electronic mail to "xxxXXxxxxxxxxxxxxx@xxxx.xxx" or such other electronic mail address as the Depositor may specify upon not less than ten (10) Business Days advance notice. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator of its duties under this Section 11.08 11.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator’s 's inability or failure to receive on a timely basis any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate However, (by checking “yes” or “no”a) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file if a Form 10-K if the answer is permitted to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreementnotwithstanding any missing information for inclusion therein, the Certificate Administrator shall be deemed to have notice promptly inform the Depositor and nonetheless file such Form 10-K at the direction of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed the Depositor and, if authorized under Regulation AB, provide an explanation approved by the Certificate AdministratorDepositor (based solely on such notice regarding such Form 10-K as may have been delivered to it) without being notified by of the Depositor; providedcircumstances and (b) where information from such other party for inclusion in a Form 10-K is not received on a timely basis but is subsequently provided within a time period that may allow for the timely filing of the applicable Form 10-K or an amendment thereto, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct then the Certificate Administrator that shall use reasonable efforts to properly prepare, arrange for execution and file such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.K or amendment thereto.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dxxxxxxxxx xx xnformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days13.04.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015March 2007, the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator Paying Agent within the applicable time frames set forth in this Agreement: , (i) an annual compliance statement for each applicable Certifying Reporting Servicer, as required described under Section 11.12; 13.11, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria Servicing Criteria for each applicable Reporting Servicer, as described under Section 11.1313.12, and (B) if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's report on assessment of compliance with servicing criteria required Servicing Criteria described under Section 11.13 13.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) (Aiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.13, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a Xxxxxxxx-Xxxxx Certification as required under described in Section 11.0913.8. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, pursuant to the third following paragraphparagraph immediately below, be reported by the applicable parties set forth on Schedule VI hereto XVI and directed to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee) and approved Paying Agent for approval by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VIXVI) absent such reporting reporting, direction and approval. Not later than the end of each fiscal year for which the Trust (or any Other Securitization) is required to file a Form 10-K, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, by as set forth on Schedule XVI hereto, no later than March 1st (with a grace period through March 15th)7th of each year subsequent to the fiscal year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2015 (i) the parties listed 2007, each Person identified on Schedule VI hereto such schedule shall be required to provide to the Certificate Administrator Depositor (or, with respect to any Serviced Companion Mortgage Loan that is deposited into an Other Securitization, the depositor and the Depositor (trustee in such Other Securitization) and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor)Paying Agent, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer such Person, the form and substance of the corresponding Additional Form 10-K Disclosure as set forth on Schedule XVI, if applicable, and in the in-house legal department of such party), in form readily convertible to an XXXXX-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by the Certificate Administrator Depositor, the Paying Agent and such Person. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor and such partyby March 15th, the Paying Agent shall include the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the K. The Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed charged and any out-of-pocket expenses incurred by the Certificate Administrator Paying Agent in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. Any notice delivered to the Paying Agent pursuant to this paragraph shall be reimbursable delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Paying Agent to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expenseother parties in writing. After preparing the Form 10-K, on On or prior to the 6th Business Day prior to the Form 10-K Filing Deadlinenoon (New York City time) on March 23rd, the Certificate Administrator Paying Agent shall forward prepare and deliver electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., pm (New York City time, ) on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the TrustPaying Agent. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator Paying Agent will follow the procedures set forth in Section 11.11(b13.10(b). After filing with the Commission, the Certificate Administrator Paying Agent shall, pursuant to Section 8.12(b)5.4, make available on the Certificate Administrator’s Website its internet website a final executed copy of each Form 10-K prepared and filed by K. The signing party at the Certificate AdministratorDepositor can be contacted at Xxxxxx Xxxxxxx Capital I Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Friend, with a copy to Xxxxxxxx Xxxxx, Esq. The parties to this Agreement acknowledge (and each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the performance by the Certificate Administrator Paying Agent of its duties under this Section 11.08 13.7 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and and, to the extent applicable, any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XIXIII. The Certificate Administrator Paying Agent shall have no liability with respect to any failure to properly prepare prepare, arrange for execution or file such Form 10-K resulting from the Certificate Administrator’s Paying Agent's inability or failure to receive on a timely basis any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer, the Master Servicer and the Securities Administrator (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;115 (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any dixxxxxxxx xx xxformation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such Officer's Certificate, the Master ServicersDepositor shall review such Officer's Certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-18 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by uxxx xy the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the 116 Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate xx xxx Xxxxxxxxes Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Securities Administrator shall prepare and file on behalf of the Trust a Depositor an annual report on Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Securities Administrator within the applicable time frames set forth in this Agreement and the related Servicing Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer, the Master Servicer and the Securities Administrator (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any disxxxxxxx xx xxxormation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill 116 any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such officer's certificate, the Master ServicersDepositor shall review such officer's certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-10 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by upxx xx the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. K. The parties to this Agreement partixx xx xxxx Xxxxement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form "10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st 31 of each year), commencing in 2015March 2007 and continuing until the Trust has been deregistered with the Commission, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:Securities (i) an annual compliance statement for each applicable Certifying Servicer, each Additional Servicer and the Master Servicer (each such party, a "Reporting Servicer") as required under Section 11.12; described below, (ii) (Aii)(A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under this Section 11.1313.04 and Section 13.07, and (B) if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s 's report on assessment of compliance with servicing criteria required described under Section 11.13 13.04 and Section 13.07 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; , (iii) ) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required described under Section 11.1413.07, and (B) if any registered public accounting firm attestation report required described under Section 11.14 13.07 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and , and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as required under described in Section 11.0913.06. Any disxxxxxxx xx xxxormation in addition to the disclosure or information specified in addition to clauses items (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor paragraph and the Certificate Securities Administrator (and to any Other Depositor or Other Trustee) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it Disclosure, except as set forth in this Section 13.04. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on Schedule VI) absent such reporting and approval. Not later than the end or before March 15 of each fiscal year, commencing in March 2007, an Officer's Certificate stating, as to the signer thereof, that (i) a review of such party's activities during the preceding calendar year for which or portion thereof and of such party's performance under this Agreement, or such other applicable agreement in the Trust case of an Additional Servicer, has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any Other Securitization) is required such obligation in any material respect, specifying each such failure known to file a Form 10-Ksuch officer and the nature and status thereof. Promptly after receipt of each such officer's certificate, the Master ServicersDepositor shall review such officer's certificate and consult with each such party, as applicable, as to the Special Servicers, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to nature of any Other Pooling and Servicing Agreement) with written notice of the name and address of each Servicing Function Participant retained failures by such party, if anyin the fulfillment of any of such party's obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. Not The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. As set forth on Exhibit O hereto, no later than the end March 15 of each fiscal year for which that the Trust is required subject to file a Form 10-Kthe Exchange Act reporting requirements, commencing in 2007 and continuing until the Certificate Administrator shall, upon request (which can be in Trust has been deregistered with the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other Securitization, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-KCommission, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers or the Special Servicers, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such Master Servicer or such Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other Securitization) is subject certain parties to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto GSAA Home Equity Trust 2006-17 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party)known, in XXXXXEDGAR-Compatible Format (to the extent available to such party in such format)compatible form, or in such other form as otherwise agreed upon by upxx xx the Certificate Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such any Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R if applicable, and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the K. The Depositor by such date the Depositor will shall be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided responsible for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees and expenses assessed and any expenses or incurred by the Certificate Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund ExpenseSection 13.04. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review and approvalreview. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., 12:00 noon New York City time, time on the 4th fourth Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Securities Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Securities Administrator will follow the procedures set forth in Section 11.11(b)13.01. After Promptly (but no later than one (1) Business Day) after filing with the Commission, the Certificate Securities Administrator shall, pursuant to Section 8.12(b), will make available on the Certificate Administrator’s Website its internet website located at (located at www.ctslink.com) a final executed copy of each Form 10-K prepared and filed by the Certificate bx xxx Xxxxxxxxxs Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 11.08 13.04 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article XISection 13.04, Section 13.06, Section 13.01 and Section 13.07. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or and/or timely file such Form 10-K resulting K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive on a timely basis, any information from any other party any information hereto needed to prepare, arrange for execution or file such Form 10-K on a timely basisK, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “"yes” " or “"no”") that it “"(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) ), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. " The Depositor shall notify the Certificate Securities Administrator in writing, no later than the March 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “"no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period". The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.such report.

Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in 2015, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for each applicable Certifying Servicer, as required under Section 11.12; (ii) (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 11.13, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria required under Section 11.13 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; (iii) (A) the registered public accounting firm attestation report for each Reporting Servicer, as required under Section 11.14, and (B) if any registered public accounting firm attestation report required under Section 11.14 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and (iv) a Xxxxxxxx-Xxxxx Certification as required under Section 11.09. Any disclosure or information in addition to clauses (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the third following paragraph, be reported by the applicable parties set forth on Schedule VI hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other TrusteeTrustee related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) and approved by the Depositor (and such Other Depositor) and approved by the Depositor (and such Other Depositor) and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule VI) absent such reporting and approval. Not later than the end of each fiscal year for which the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is required to file a Form 10-K, the Master ServicersServicer, the Special ServicersServicer, the Certificate Administrator, the Trust Advisor and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (or the other parties to any Other Pooling and Servicing AgreementAgreement with respect to any Other Securitization that includes a Serviced Pari Passu Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party, if any. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement. With respect to any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicers Servicer or the Special ServicersServicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer (other than a Designated Sub-Servicer) engaged by such the Master Servicer or such the Special Servicer, as applicable, including the name and address of any new Sub-Servicer. For so long as the Trust (or any Other SecuritizationSecuritization that includes a Serviced Pari Passu Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1st (with a grace period through March 15th), commencing in March 2015 (i) the parties listed on Schedule VI hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the applicable Master Servicer or the applicable Special Servicer, as applicable) (and to any Other Trustee or Other DepositorDepositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Item 1117 of Regulation AB as to such party, which shall be reported if actually known by any Servicing Officer or any lawyer in the in-house legal department of such party), in XXXXX-Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule VI applicable to such party and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit R and (ii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than the end of business on March 15th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such date the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (ii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. Any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-K, on or prior to the 6th Business Day prior to the Form 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the Form 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the Form 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.08 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article XI. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.