Common use of Reports to the Securities and Exchange Commission; Available Information Clause in Contracts

Reports to the Securities and Exchange Commission; Available Information. The Depositor shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, any and all reports, statements and information respecting the Trust Fund and/or the Certificates required to be filed on behalf of the Trust Fund under the Exchange Act. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, any and all reports, statements and information respecting the Trust Fund and/or the Certificates required to be filed on behalf of the Trust Fund under the Exchange Act. The Depositor shall pay the Trustee a fee determined by the Depositor and the Trustee for each filing that the Depositor directs the Trustee to make through the XXXXX System, as compensation to the Trustee in addition to the Trustee Fee hereunder. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and Depositor, the Master Servicer and the Controlling Class Representative a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as s is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filingfault.

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K within 15 days after each Distribution Date in each month, (ii) before March 31 of each year, beginning March 31, 2003, a Form 10-K and (iii) any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings; provided that any such additional information referred to in clause (iii) above shall be delivered to the Trustee in the format required for electronic filing via the XXXXX system. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Trustee shall receive a fee agreed upon by the Trustee and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, any and all reports, statements and information respecting the Trust Fund and/or the Certificates required to be filed on behalf of the Trust Fund under the Exchange Act. The Depositor shall pay the Trustee a fee determined by the Depositor and the Trustee for each filing that the Depositor directs the Trustee to make through the XXXXX System, as compensation to the Trustee in addition to the Trustee Fee hereunder. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconductfault. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, each Distribution Date Statement, REO Status Report, Delinquent Loan Status Report, Historical Loan Modification Report, Historical Loss Estimate Report and CSSA Loan File Report on Form 8-K each month and any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K within 15 days after each Distribution Date in each month, (ii) before March 31 of each year, beginning March 31, 2001, a Form 10-K and (iii) any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Trustee shall receive a fee agreed upon by the Trustee and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, (i) each Distribution Date Statement on Form 8-K within 15 days after each Distribution Date in each month, (ii) before March 31 of each year, beginning March 31, 2001, a Form 10-K and (iii) any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings. For any filings pursuant to the previous sentence that occur after the first anniversary of the Closing Date, the Trustee shall receive a fee agreed upon by the Trustee and the Depositor in a separate fee agreement. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and 216 information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, each Distribution Date Statement, Comparative Financial Status Report, REO Status Report, Watch List, Delinquent Loan Status Report, Historical Loan Modification Report, Historical Loss Estimate Report and CSSA Loan File Report on Form 8-K each month and any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.. 179

Reports to the Securities and Exchange Commission; Available Information. The Depositor Trustee shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, each Distribution Date Statement on Form 8-K each month and any and all reports, statements and information respecting the Trust Fund and/or the Certificates certificates required to be filed on behalf of the Trust Fund under the Exchange ActAct as the Trustee may be directed by the Depositor, until directed in writing by the Depositor to discontinue such filings. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to determine whether or not any filing may be required and shall not have 198 any responsibility to review or confirm in any way the accuracy or the sufficiency of the contents of any such filing.

Reports to the Securities and Exchange Commission; Available Information. (a) The Depositor shall prepare for filing, and the Trustee shall execute, on behalf of the Trust Fund, and file with the Securities and Exchange Commission, any and all reports, statements and information respecting the Trust Fund and/or the Certificates required to be filed on behalf of the Trust Fund under the Exchange Act. Upon such filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor and the Master Servicer a copy of any such executed report, statement or information. The Depositor shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests to, or requests for other appropriate exemptive relief from, the Securities and Exchange Commission regarding the usual and customary exemption from certain reporting requirements granted to issuers of securities similar to the Certificates. The Depositor agrees to indemnify and hold harmless the Trustee with respect to any liability, cost or expenses, including reasonable attorneys' fees, arising from the Trustee's execution of such reports, statements and information that contain errors or omissions or is otherwise misleading, provided, however, that if the indemnification provided for herein is invalid or unenforceable, then the Depositor shall contribute to the amount paid by the Trustee as a result of such liability in such amount as is necessary to limit the Trustee's responsibility for any such payment to any amount resulting from its own negligence fault. (b) The Master Servicer shall maintain at its office primarily responsible for administration of the Trust Fund and shall, upon reasonable advance notice, make available during normal business hours for review by the Depositor, each Underwriter, any Holder of a Certificate or willful misconductany Person identified to the Master Servicer as a prospective transferee of a Certificate, originals or copies of the following items: (i) in the case of a Holder or prospective transferee of a Non-Registered Certificate, any private placement memorandum or other disclosure document relating to the Certificates of such Class, in the form most recently provided to the Master Servicer by the Depositor or by any Person designated by the Depositor; and (ii) in all cases (A) this Agreement and any amendments hereto entered into pursuant to Section 11.01, (B) all statements delivered to Certificateholders of the relevant Class pursuant to Section 4.02 (a) since the Closing Date, (C) all Officers' Certificates delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.13, (D) all accountants' reports caused to be delivered by the Master Servicer and the Special Servicer to the Trustee since the Closing Date pursuant to Section 3.14, (E) the most recent inspection report prepared by the Special Servicer or the Master Servicer and delivered to the Master Servicer in respect of each Mortgaged Property pursuant to Section 3.12(a), (F) the most recent annual operating statement and rent roll of each related Mortgaged Property and financial statements of the related Mortgagor collected by the Master Servicer or the Special Servicer and delivered to the Trustee pursuant to Section 3.12(b), together with the accompanying written reports to be prepared by the Master Servicer or the Special Servicer, as the case may be, and delivered to the Trustee pursuant to Section 3.12(b), (G) any and all notices and reports delivered to the Master Servicer with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.09(c) revealed that any of the conditions set forth in clauses (A)(i) and (A)(ii) of the first sentence thereof was not satisfied, (H) all Updated Mortgage Loan Schedules and Collection Reports delivered by the Master Servicer to the Trustee since the Closing Date pursuant to Sections 3.12(c) and 4.02(b), respectively, (I) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into or consented to by the Master Servicer or the Special Servicer and delivered to the Trustee pursuant to Section 3.20, and (J) any and all Officers' Certificates and other evidence delivered to the Trustee to support the Master Servicer's or the Special Servicer's, as the case may be, determination that any Advance was or, if made, would be, a Nonrecoverable Advance. The Trustee Master Servicer shall have no responsibility to determine whether or not make available copies of any filing may be required and shall not have any responsibility to review or confirm in any way the accuracy or the sufficiency all of the contents foregoing items upon request of any of the parties set forth in the -152- previous sentence; however, the Master Servicer shall be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such filingcopies.