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

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the Depositor or the Certificate Registrar determines that the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, it shall promptly notify the Trustee and thereafter there the Trustee shall be no further recommence preparing and filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) . The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and thereafter there shall be no further filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the Depositor or the Certificate Registrar determines that the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, it shall promptly notify the Trustee and thereafter there the Trustee shall be no further recommence preparing and filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and thereafter there shall be no further filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (ba) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (cb) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (dc) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ed) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Trustee shall sign file (via the Securities and deliver to Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (or b) Each Form 10-D shall be filed by the ServicerTrustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P"Distribution Date Statement") for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached such Distribution Date as an exhibit to the Form 10-K)thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for securities similar securities to the Offered Certificates as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 108-K filings on behalf of the DepositorTrust but only to the extent no accompanying Certification is required to be filed in relation thereto on behalf of the Trust, the Depositor or the Servicer. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingIf Certifications shall be required with respect to such Form 8-K filings, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where or the related Servicer, as appropriate, shall sign such filings and any Certification required to be made in relation thereto. The Depositor or the Servicer, as appropriate, shall sign any Form 10 K on behalf of the Trust and the appropriate Certification required with respect thereto. The Trustee shall file any Form 8-K and Form 10-K is filings for the Trust promptly upon receiving the duly signed forms and related Certifications from the Depositor or the Servicer, as the case may be. As used in this Section 8.28, the term “Certification” means a certification required by the Trustee Xxxxxxxx-Xxxxx Act of 2002 and the Commission’s rules and regulations thereunder including similar certifications that may be required with respect to Form 8-K or other filings that are or may be made on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.Trust. (b) Each Monthly The Trustee shall file each Form 8-K shall be filed by the Trustee filing within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 30 of each year (year, commencing in 2004, or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-KK on behalf of the Trust, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 8.16 and the accountant's ’s report described under Section 3.198.17, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an the duly signed Form 10-K without them, but shall file a duly signed amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct misconduct, or bad faithreckless disregard of its duties under this Section 8.28. The Form 10-K shall also include a certification Certification in the form attached hereto as Exhibit O (the "Certification")O, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or , and which the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days Trustee, together with the signed Form 10-K, prior to the latest date on March 20th of each year in which the a Form 10-K may is required to be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements filed with respect to the Trust to be met in (or if March 20th is not a Business Day, the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerimmediately preceding Business Day). (c) Prior Notwithstanding anything to the latest date on contrary herein and provided that the foregoing reporting arrangements and responsibilities are permissible under applicable law and otherwise acceptable to the Commission, the Trustee, prior to March 20th of each year in which the a Form 10-K may is required to be timely filed each yearwith respect to the Trust (or if such day is not a Business Day, the Trustee immediately preceding Business Day), shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs is signing the CertificationCertifica­tion included in the Form 10-K) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis regarding certain aspects of items 1 through 3 of the accountant's report attached as an exhibit to Certification included in the Form 10-K). K. (d) In addition, the Trustee shall indemnify and hold harmless the Depositor and the Servicer and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless such Persons, then the Trustee, in connection with a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Servicer on the one hand and the Trustee on the other. (whichever signs e) Prior to March 20th of each year in which a Form 10-K is required to be filed with respect to the CertificationTrust, the Servicer shall sign and deliver to the Depositor and the Trustee a certification in the form attached hereto as Exhibit S for the benefit of the Depositor and the Trustee and the officers, directors and Affiliates of each of them as to certain aspects of items 4 and 5 of the Certification included in the Form 10-K. In addition, the Servicer shall indemnify and hold harmless the Depositor and the Trustee and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 and Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct of the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Trustee, as the case may be, then the Servicer, in connection with a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Trustee, as the case may be, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as the case may be, on the one hand and the Servicer on the other. The Servicer acknowledges that the Depositor and the Trustee are relying on the Servicer’s performance of its obligations under Section 7.09(b), 8.08(f), Section 8.16, Section 8.17 and this Section 8.28(e) in order to perform their respective obligations under this Section 8.28. (f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Servicer and the Depositor a copy of any such executed report, statement or information. (g) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.28, to be conducted differently than as described, the Depositor, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section in order to comply with such amended reporting requirements and such amendment of this Section. Any such amendment shall be made in accordance with Section 11.14 without further consent of the Owners, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. (h) Prior to January 30th of the first year in which it is able to do so, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust to suspend the further filing of periodic reports. (i) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 8.28(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P. (j) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's Depositor’s obligations under this Section 3.22(c) 8.28, or the Trustee's Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct in connection therewithof the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesTrustee, then the Trustee agrees that it Depositor, in connection with a breach of the Depositor’s obligations under this Section 8.28, or the Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithother. The Servicer hereby Depositor acknowledges and agrees that the Depositor and the Trustee are is relying on the Servicer's Depositor’s performance of its obligations under Sections 3.18 and 3.19 this Section 8.28 in order to perform their its respective obligations under this Section 3.228.28. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In Notwithstanding the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22previous sentence, the Depositor hereby grants to shall file the Trustee a limited power of attorney to execute and file each such Monthly Form 108-K on behalf in connection with the filing of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.this Agreement. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and each Servicer's annual statement of compliance described under Section 3.18 3.19 and the accountant's report described reports referenced under Section 3.193.20, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the master servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's any accountants' report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c) or any material misstatements or omission contained in the Trusteecertification delivered pursuant to this Section 3.22(c) or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.19 and 3.19 3.20 in order to perform their respective obligations under this Section 3.22. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) . The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the Depositor or the Certificate Registrar determines that the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, it shall promptly notify the Securities Administrator and thereafter there the Securities Administrator shall be no further recommence preparing and filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (de) of this Section commencing until such time as the Securities Administrator is again able to file with the fiscal year in which the Securities and Exchange Commission a Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back Suspension Notification with respect to the prior fiscal year)Trust.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year commencing March 2005 (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Trustee shall sign file (via the Securities and deliver to Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (or b) Each Form 10-D shall be filed by the ServicerTrustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P"Distribution Date Statement") for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached such Distribution Date as an exhibit to the Form 10-K)thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2008, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with With respect to the Trust's satisfying its fiscal year 2005 (and any other subsequent fiscal year for the Trust, if as of the beginning of such other subsequent fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, or if reporting requirements under the Exchange Act. Without limiting Act is required during or for, as applicable, such fiscal year because the generality of Trustee failed to make the foregoingrequisite filing suspending such reporting), the Trustee shall shall: (i) with respect to each Distribution Date during such fiscal year, in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Securities and Exchange Commission, prepare for filing, execute on behalf of the Trust and properly and timely file with the Securities and Exchange Commission (A) monthly, with respect to the Trust, a Form 8-K Current Report, which shall include as an exhibit a copy of the Trustee Report disseminated by the Trustee on such Distribution Date and such other items as the Depositor may reasonably request and (B) upon direction of the Depositor, a Form 8-K Current Report regarding and disclosing (I) those events specified under Section 8.16(c) (to the extent a Responsible Officer of the Trustee has actual knowledge of, or has been provided with written notice of, such event) and (II) any monthly Current Reports on other events occurring with respect to the Trust that are required to be reported pursuant to Form 8-K (eachto the extent a Responsible Officer of the Trustee has actual knowledge of, a "Monthly or has been provided with written notice of, such event), in the case of (A) and (B), within the time periods specified under Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and Act, the rules and regulations promulgated thereunder and applicable releases and "no-action letters"; provided that, the Depositor shall cooperate with the Trustee to determine the applicable required time period; (ii) during such fiscal year, (A) monitor for and promptly notify the Depositor in writing of the occurrence or existence of any of the matters identified in Section 11.11(a), Section 8.16(c) and/or Section 8.16(a)(i)(B)(II) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), and (B) promptly notify the Depositor in writing that the filing of a Form 8-K Current Report may be required with respect to any of the matters under clause (ii)(A) above, and consult with the Depositor regarding whether to prepare and file a Form 8-K Current Report under Section 8.16(a)(i)(B) above with respect to such matters (and the Trustee shall be entitled to rely on a written direction of the Depositor with regard to whether to make such filing); provided that, if the Depositor directs the Trustee to file a Form 8-K Current Report with respect to such matters, the Depositor shall cooperate with the Trustee in obtaining all necessary information in order to enable the Depositor to prepare such Form 8-K Current Report and the Trustee shall report any such matter in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable releases and "no-action letters" issued by the Securities and Exchange Commission; (iii) at the reasonable request of, and in accordance with the reasonable directions of, any other party hereto, prepare for filing and promptly file with the Securities and Exchange Commission thereunderan amendment to any Form 8-K Current Report previously filed with the Securities and Exchange Commission with respect to the Trust; and (iv) within 90 days following the end of such fiscal year, prepare and the Trustee shall sign and properly file (via with the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of , with respect to the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf Annual Report, which complies in all material respects with the requirements of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingExchange Act, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of promulgated thereunder and applicable "no-action letters" issued by the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K which shall include as exhibits the ServicerOfficer's annual statement of compliance described under Certificates and Accountant's Statements delivered pursuant to Section 3.18 3.13 and the accountant's report described under Section 3.193.14, in each caserespectively, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file the Master Servicer and the Special Servicer for such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligencefiscal year, willful misconduct or bad faith. The Form 10-K and which shall also further include a certification in the form attached hereto as Exhibit O (the a "Xxxxxxxx-Xxxxx Certification")) (or in such other form as required by the Xxxxxxxx-Xxxxx Act of 2002, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable rules and regulations of the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of promulgated thereunder (including any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided interpretations thereof by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission's staff)), the Trustee which Xxxxxxxx-Xxxxx Certification shall promptly deliver to be signed by an officer of the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of as contemplated by this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).8.16;

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Depositor) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Securities Administrator pursuant to this Section 3.22(c), any breach of the Securities Administrator's obligations under this Section 3.22(c) or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor and its officers, directors and affiliates, then the Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor and its officers, directors and affiliates on the one hand and the Securities Administrator on the other in connection with a breach of the Securities Administrator's obligations under this Section 3.22(c) or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Securities Administrator are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (whichever signs d) Prior to the Certification)latest date on which the Form 10-K may be timely filed each year, the Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and Affiliates. In addition, the Servicer shall indemnify and hold harmless the Depositor, and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Servicer pursuant to this Section 3.22(c3.22(d), any breach of the TrusteeServicer's obligations under this Section 3.22(c3.22(d) or the TrusteeServicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee Servicer on the other in connection with a breach of the TrusteeServicer's obligations under this Section 3.22(c3.22(d) or the TrusteeServicer's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (de) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of As soon as permitted under applicable law, unless otherwise instructed by the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations promulgated thereunder. The Trustee shall submit to the Depositor for execution any Form 10-K. Upon receipt of any such executed Form 10-K from the Securities and Exchange Commission thereunderDepositor, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Trustee shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, and the Depositor accordingly hereby grants to the Trustee a limited power of attorney to execute and file each any such Form 108-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Trustee is able to do so under applicable law, in the event Trustee shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Seller, the Depositor and the Servicer agrees to promptly furnish to the Depositor, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Commission. The Trustee shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities Security and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.09 and the accountant's ’s report described under Section 3.193.10, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a the certification in the form attached hereto as Exhibit O set forth in Section 3.13(c) below (the "“Certification"”), which shall be signed by a the senior officer of the Depositor in charge of securitization securitization. (c) Unless the Securities and Exchange Commission (the “SEC”) issues written guidance or a senior officer of otherwise informs the Seller, the Depositor, the Trustee or the Servicer in charge writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall include the following certification: I, _______________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2003-2; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing functioninformation required to be provided to the trustee by the servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports; and 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the pooling and servicing agreement; and 5. The Depositor reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Servicersimilar procedure, as set forth in the case pooling and servicing agreement that is included in these reports. Date:_________________________ ______________________ Name: Title: Notwithstanding anything in this Agreement, the above certifications may bebe changed from time to time by the Depositor without the consent of any other parties to comply with any changes in applicable law. (d) The Trustee agrees to furnish to each of the Depositor and the Servicer copies of each Form 8-K, shall deliver including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form proposed to the filed, including any executed reports, statements or other information included in such filings, and together with the foregoing Certification to be executed by the Trustee three (3) Depositor, at least five Business Days prior to the latest date on which the Form 10-K may be timely filedproposed filing date. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PT) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 5 of the Depositor’s Certification set forth in (c) above (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit U) for the benefit of the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from regarding certain aspects of items 2, 3 and against 5 of the Depositor’s Certification set forth in (c) above. (f) The Seller, the Depositor, the Servicer and the Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this section. (g) The Trustee covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and claims or expenses arising out of incurred in connection with or based upon any relating to the inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or ’s certification to the Trustee's negligence, bad faith or willful misconduct in connection therewithDepositor. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesDepositor, then the Trustee Trustee, in connection with or relating to the inaccuracy of the Trustee’s certification to the Depositor, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claimsliabilities, damages damages, claims or liabilities expenses of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other other. (h) The Servicer covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver ’s certification to the Depositor a copy of any such executed report, statement Depositor. If the indemnification provided for herein is unavailable or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect insufficient to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of hold harmless the Depositor, then the Trustee shall prepareServicer, execute and file in connection with the Securities and Exchange Commission a Form 15 Suspension Notification with respect or relating to the Trustinaccuracy of the Servicer’s certification to the Depositor, and thereafter there agrees that it shall be no further obligations under paragraphs (a) through (d) contribute to the amount paid or payable by the Depositor as a result of this Section commencing with the fiscal year in which losses, liabilities, damages, claims or expenses of the Form 15 is filed (other than the obligations to be performed Depositor in such fiscal year that relate back proportion as is appropriate to reflect the prior fiscal year)relative fault and the relative benefit of the Servicer on the one hand and the Depositor on the other.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor Servicer in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the TrustDepositor (or such other entity). In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee and the Servicer a limited power of attorney to execute any Form 8-K and file each such Form 10-K document on behalf of the Depositor, but only to the extent no accompanying certification is required to be filed on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee or the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the foregoingcontrary, in the event Servicer, and not the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Trustee, shall be responsible for executing each Form 10-K is signed by the Trustee filed on behalf of the Depositor, Trust. The Depositor shall provide the Trustee shall prepare such Form 10-K with a letter at closing, substantially in the form attached hereto as Exhibit M, instructing the Trustee, as filing agent, to be signed by comply with the Depositor and reporting obligations provided in this Agreement for the Depositor shall sign such Form 10-K.Trust under the Exchange Act. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 31st of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), until the year after the year in which a Form 15 Suspension Notification is filed under Section 3.14(e), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.10 and the accountant's ’s report described under Section 3.193.11, in each case, case to the extent that they have been timely delivered to the TrusteeTrustee and upon which the Trustee may conclusively rely. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O N (the "“Certification"”), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerservicing. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PO) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). The Trustee’s certification shall be delivered to the Servicer by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Servicer shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's ’s obligations under this Section 3.22(c) 3.14 or the Trustee's ’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesServicer, then the Trustee Trustee, in connection with a breach of the Trustee’s obligations under this Section 3.14 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other other. If the indemnification provided for in this Agreement is unavailable or insufficient to hold harmless the Trustee, then the Servicer, in connection with a breach of the Trustee's Servicer’s obligations under this Section 3.22(c) 3.14 or the Trustee's Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and , agrees that it shall contribute to the Depositor amount paid or payable by the Trustee as a result of the losses, claims, damages or liabilities of the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and the Trustee are relying Servicer on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22other. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor Servicer a copy of any such executed report, statement or information. (e) The obligations set forth Prior to January 30th of the first year in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated able to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositordo so under applicable law, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the content of Forms 8-K, 10-K or other Forms required by the Exchange Act and thereafter there shall the Rules and Regulations of the Commission and the time by which such Forms are required to be no further obligations under paragraphs (a) through (d) filed, differs from the provisions of this Section commencing 3.14, the provisions of this Section 3.14 shall be deemed amended to conform to such new requirements, and the Trustee and the Depositor hereby agree that each shall reasonably cooperate to amend the provisions of this Section 3.14 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 3.14. Any such amendment may result in the fiscal year in which reduction of the Form 15 is reports filed (other than by the Servicer under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations to be performed in such fiscal year that relate back to the prior fiscal year)and immunities under this Agreement.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b5.06(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and each Servicer's annual statement of compliance described under Section 3.18 3.20 and the accountant's report described referenced under Section 3.193.21, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.23, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c3.23(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.23(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c3.23(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.20 and 3.19 3.21 in order to perform their respective obligations under this Section 3.223.23. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for securities similar securities to the Offered Certificates as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 108-K filings on behalf of the DepositorTrust but only to the extent no accompanying Certification is required to be filed in relation thereto on behalf of the Trust, the Depositor or the Servicer. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingIf Certifications shall be required with respect to such Form 8-K filings, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where or the related Servicer, as appropriate, shall sign such filings and any Certification required to be made in relation thereto. The Depositor or the Servicer, as appropriate, shall sign any Form 10-K is signed by the Trustee on behalf of the Depositor, Trust and the appropriate Certification required with respect thereto. The Trustee shall prepare such file any Form 8-K and Form 10-K to be filings for the Trust promptly upon receiving the duly signed forms and related Certifications from the Depositor or the Servicer, as the case may be. As used in this Section 8.28, the term “Certification” means a certification required by the Depositor Xxxxxxxx-Xxxxx Act of 2002 and the Depositor shall sign such Commission’s rules and regulations thereunder including similar certifications that may be required with respect to Form 108-K.K or other filings that are or may be made on behalf of the Trust. (b) Each Monthly The Trustee shall file each Form 8-K shall be filed by the Trustee filing within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 31 of each year (year, commencing in 200_, or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-KK on behalf of the Trust, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 8.16 and the accountant's ’s report described under Section 3.198.17, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an the duly signed Form 10-K without them, but shall file a duly signed amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct misconduct, or bad faithreckless disregard of its duties under this Section 8.28. The Form 10-K shall also include a certification Certification in the form attached hereto as Exhibit O (the "Certification")O, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or , and which the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days Trustee, together with the signed Form 10-K, prior to the latest date on March 20th of each year in which the a Form 10-K may is required to be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements filed with respect to the Trust to be met in (or if March 20th is not a Business Day, the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerimmediately preceding Business Day). (c) Prior Notwithstanding anything to the latest date on contrary herein and provided that the foregoing reporting arrangements and responsibilities are permissible under applicable law and otherwise acceptable to the Commission, the Trustee, prior to March 20th of each year in which the a Form 10-K may is required to be timely filed each yearwith respect to the Trust (or if such day is not a Business Day, the Trustee immediately preceding Business Day), shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs is signing the CertificationCertifica­tion included in the Form 10-K) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis regarding certain aspects of items 1 through 3 of the accountant's report attached as an exhibit to Certification included in the Form 10-K). K. (d) In addition, the Trustee shall indemnify and hold harmless the Depositor and the Servicer and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless such Persons, then the Trustee, in connection with a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Servicer on the one hand and the Trustee on the other. (whichever signs e) Prior to March 20th of each year in which a Form 10-K is required to be filed with respect to the CertificationTrust, the Servicer shall sign and deliver to the Depositor and the Trustee a certification in the form attached hereto as Exhibit Q for the benefit of the Depositor and the Trustee and the officers, directors and Affiliates of each of them as to certain aspects of items 4 and 5 of the Certification included in the Form 10-K. In addition, the Servicer shall indemnify and hold harmless the Depositor and the Trustee and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 and Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct of the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Trustee, as the case may be, then the Servicer, in connection with a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Trustee, as the case may be, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as the case may be, on the one hand and the Servicer on the other. The Servicer acknowledges that the Depositor and the Trustee are relying on the Servicer’s performance of its obligations under Section 7.09(b), 8.08(f), Section 8.16, Section 8.17 and this Section 8.28(e) in order to perform their respective obligations under this Section 8.28. (f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Servicer and the Depositor a copy of any such executed report, statement or information. (g) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.28, to be conducted differently than as described, the Depositor, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section in order to comply with such amended reporting requirements and such amendment of this Section. Any such amendment shall be made in accordance with Section 11.14 without further consent of the Owners, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. (h) Prior to January 30th of the first year in which it is able to do so, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust to suspend the further filing of periodic reports. (i) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 8.28(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P. (j) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's Depositor’s obligations under this Section 3.22(c) 8.28, or the Trustee's Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct in connection therewithof the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesTrustee, then the Trustee agrees that it Depositor, in connection with a breach of the Depositor’s obligations under this Section 8.28, or the Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithother. The Servicer hereby Depositor acknowledges and agrees that the Depositor and the Trustee are is relying on the Servicer's Depositor’s performance of its obligations under Sections 3.18 and 3.19 this Section 8.28 in order to perform their its respective obligations under this Section 3.228.28. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations promulgated thereunder. The Trustee shall submit to the Depositor for execution any Form 10-K. Upon receipt of any such executed Form 10-K from the Securities and Exchange Commission thereunderDepositor, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Trustee shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, and the Depositor accordingly hereby grants to the Trustee a limited power of attorney to execute and file each any such Form 108-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Trustee is able to do so under applicable law, in the event Trustee shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Seller, the Depositor and the Servicer agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Commission. The Trustee shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K (except for the initial Form 8-K in connection with the filing of this Agreement, which shall be filed by the Depositor) shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year commencing in 2005 (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities Security and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.09 and the accountant's ’s report described under Section 3.193.10, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a the certification in the form attached hereto as Exhibit O set forth in Section 3.13(c) below (the "“Certification"”), which shall be signed by a the senior officer of the Depositor in charge of securitization securitization. (c) Unless the Securities and Exchange Commission (the “SEC”) issues written guidance or a senior officer of otherwise informs the Seller, the Depositor, the Trustee or the Servicer in charge writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall include the following certification: I, ________________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2004-1; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing functioninformation required to be provided to the trustee by the servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports; and 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the pooling and servicing agreement; and 5. The Depositor reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Servicersimilar procedure, as set forth in the case pooling and servicing agreement that is included in these reports. Date:_________________________ ______________________ Name: Title: Notwithstanding anything in this Agreement, the above certifications may bebe changed from time to time by the Depositor without the consent of any other parties to comply with any changes in applicable law. (d) The Trustee agrees to furnish to each of the Depositor and the Servicer copies of each Form 8-K, shall deliver including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form proposed to the filed, including any executed reports, statements or other information included in such filing, and together with the foregoing Certification to be executed by the Trustee three (3) Depositor, at least five Business Days prior to the latest date on which the Form 10-K may be timely filedproposed filing date. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PT) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 5 of the Depositor’s Certification set forth in (c) above (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit U) for the benefit of the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from regarding certain aspects of items 2, 3 and against 5 of the Depositor’s Certification set forth in (c) above. (f) The Seller, the Depositor, the Servicer and the Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this section. (g) The Trustee covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and claims or expenses arising out of incurred in connection with or based upon any relating to the inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or ’s certification to the Trustee's negligence, bad faith or willful misconduct in connection therewithDepositor. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesDepositor, then the Trustee Trustee, in connection with or relating to the inaccuracy of the Trustee’s certification to the Depositor, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claimsliabilities, damages damages, claims or liabilities expenses of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other other. (h) The Servicer covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver ’s certification to the Depositor a copy of any such executed report, statement Depositor. If the indemnification provided for herein is unavailable or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect insufficient to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of hold harmless the Depositor, then the Trustee shall prepareServicer, execute and file in connection with the Securities and Exchange Commission a Form 15 Suspension Notification with respect or relating to the Trustinaccuracy of the Servicer’s certification to the Depositor, and thereafter there agrees that it shall be no further obligations under paragraphs (a) through (d) contribute to the amount paid or payable by the Depositor as a result of this Section commencing with the fiscal year in which losses, liabilities, damages, claims or expenses of the Form 15 is filed (other than the obligations to be performed Depositor in such fiscal year that relate back proportion as is appropriate to reflect the prior fiscal year)relative fault and the relative benefit of the Servicer on the one hand and the Depositor on the other.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for securities similar securities to the Offered Certificates as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 108-K filings on behalf of the DepositorTrust but only to the extent no accompanying Certification is required to be filed in relation thereto on behalf of the Trust, the Depositor or the Servicer. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingIf Certifications shall be required with respect to such Form 8-K filings, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where or the related Servicer, as appropriate, shall sign such filings and any Certification required to be made in relation thereto. The Depositor or the Servicer, as appropriate, shall sign any Form 10-K is signed by the Trustee on behalf of the Depositor, Trust and the appropriate Certification required with respect thereto. The Trustee shall prepare such file any Form 8-K and Form 10-K to be filings for the Trust promptly upon receiving the duly signed forms and related Certifications from the Depositor or the Servicer, as the case may be. As used in this Section 8.28, the term “Certification” means a certification required by the Depositor Xxxxxxxx-Xxxxx Act of 2002 and the Depositor shall sign such Commission’s rules and regulations thereunder including similar certifications that may be required with respect to Form 108-K.K or other filings that are or may be made on behalf of the Trust. (b) Each Monthly The Trustee shall file each Form 8-K shall be filed by the Trustee filing within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 30 of each year (year, commencing in 2005, or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-KK on behalf of the Trust, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 8.16 and the accountant's ’s report described under Section 3.198.17, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an the duly signed Form 10-K without them, but shall file a duly signed amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct misconduct, or bad faithreckless disregard of its duties under this Section 8.28. The Form 10-K shall also include a certification Certification in the form attached hereto as Exhibit O (the "Certification")O, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or , and which the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days Trustee, together with the signed Form 10-K, prior to the latest date on March 20th of each year in which the a Form 10-K may is required to be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements filed with respect to the Trust to be met in (or if March 20th is not a Business Day, the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerimmediately preceding Business Day). (c) Prior Notwithstanding anything to the latest date on contrary herein and provided that the foregoing reporting arrangements and responsibilities are permissible under applicable law and otherwise acceptable to the Commission, the Trustee, prior to March 20th of each year in which the a Form 10-K may is required to be timely filed each yearwith respect to the Trust (or if such day is not a Business Day, the Trustee immediately preceding Business Day), shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs is signing the CertificationCertifica­tion included in the Form 10-K) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis regarding certain aspects of items 1 through 3 of the accountant's report attached as an exhibit to Certification included in the Form 10-K). K. (d) In addition, the Trustee shall indemnify and hold harmless the Depositor and the Servicer and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless such Persons, then the Trustee, in connection with a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Servicer on the one hand and the Trustee on the other. (whichever signs e) Prior to March 20th of each year in which a Form 10-K is required to be filed with respect to the CertificationTrust, the Servicer shall sign and deliver to the Depositor and the Trustee a certification in the form attached hereto as Exhibit Q for the benefit of the Depositor and the Trustee and the officers, directors and Affiliates of each of them as to certain aspects of items 4 and 5 of the Certification included in the Form 10-K. In addition, the Servicer shall indemnify and hold harmless the Depositor and the Trustee and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 and Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct of the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Trustee, as the case may be, then the Servicer, in connection with a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Trustee, as the case may be, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as the case may be, on the one hand and the Servicer on the other. The Servicer acknowledges that the Depositor and the Trustee are relying on the Servicer’s performance of its obligations under Section 7.09(b), 8.08(f), Section 8.16, Section 8.17 and this Section 8.28(e) in order to perform their respective obligations under this Section 8.28. (f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Servicer and the Depositor a copy of any such executed report, statement or information. (g) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.28, to be conducted differently than as described, the Depositor, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section in order to comply with such amended reporting requirements and such amendment of this Section. Any such amendment shall be made in accordance with Section 11.14 without further consent of the Owners, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. (h) Prior to January 30th of the first year in which it is able to do so, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust to suspend the further filing of periodic reports. (i) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 8.28(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P. (j) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's Depositor’s obligations under this Section 3.22(c) 8.28, or the Trustee's Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct in connection therewithof the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesTrustee, then the Trustee agrees that it Depositor, in connection with a breach of the Depositor’s obligations under this Section 8.28, or the Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithother. The Servicer hereby Depositor acknowledges and agrees that the Depositor and the Trustee are is relying on the Servicer's Depositor’s performance of its obligations under Sections 3.18 and 3.19 this Section 8.28 in order to perform their its respective obligations under this Section 3.228.28. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the "Form 10-K)") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, any Additional Form 10-D Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee are relying in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall each indicate to the Trustee their consent to the form and substance of the draft Form 10-D (which consent may be in order electronic form). If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to perform their respective obligations under this be amended, the Trustee will follow the procedures set forth in Section 3.22. 3.22(e). Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) of this Section above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall only apply with respect to periods be prepared by the party responsible for which preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is obligated subject to file reports the Exchange Act reporting requirements, commencing in 2007, certain parties to this Agreement shall be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, any Additional Form 10 K Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In Notwithstanding the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22previous sentence, the Depositor hereby grants to shall file the Trustee a limited power of attorney to execute and file each such Monthly Form 108-K on behalf in connection with the filing of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.this Agreement. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and each Servicer's annual statement of compliance described under Section 3.18 3.19 and the accountant's report described reports referenced under Section 3.193.20, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the master servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's any accountants' report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c) or any material misstatements or omission contained in the Trusteecertification delivered pursuant to this Section 3.22(c) or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.19 and 3.19 3.20 in order to perform their respective obligations under this Section 3.22. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) . The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The With respect to the Trust's fiscal year 2004 (and any other subsequent fiscal year for the Trust, if as of the beginning of such other subsequent fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, or if reporting under the Exchange Act is required during or for, as applicable, such fiscal year because the Trustee failed to make the requisite filing suspending such reporting), the Trustee shall: (i) with respect to each Distribution Date during such fiscal year, in accordance with the Exchange Act, the rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Servicer Securities and Exchange Commission, prepare for filing, execute on behalf of the Trust and properly and timely file with the Securities and Exchange Commission monthly, with respect to the Trust, a Current Report on Form 8-K, which shall include as an exhibit a copy of the Trustee Report disseminated by the Trustee on such Distribution Date and such other items as the Depositor may reasonably request; (ii) during such fiscal year, (A) monitor for and promptly notify the Depositor of the occurrence or existence of any of the matters identified in Section 11.11(a) and/or Section 8.16(c) (in each case to the extent that a Responsible Officer of the Trustee has actual knowledge thereof), (B) cooperate with the Depositor in connection obtaining all necessary information in order to enable the Depositor to prepare a Current Report on Form 8-K reporting any such matter in accordance with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare rules and regulations promulgated thereunder and applicable "no-action letters" issued by the Securities and Exchange Commission, and (C) execute on behalf of the Trust and promptly file with the Securities and Exchange Commission any monthly such Current Reports Report on Form 8-K prepared by or on behalf of the Depositor and delivered to the Trustee; (eachiii) at the reasonable request of, a "Monthly Form 8-K") and Annual Reports on Form 10-K (eachin accordance with the reasonable directions of, a "Form 10-K") customary any other party hereto, prepare for similar securities as required by the Exchange Act filing and the rules and regulations of promptly file with the Securities and Exchange Commission thereunderan amendment to any Current Report on Form 8-K previously filed with the Securities and Exchange Commission with respect to the Trust; and (iv) within 90 days following the end of such fiscal year, prepare and the Trustee shall sign and properly file (via with the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of , with respect to the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such an Annual Report on Form 10-K on behalf K, which complies in all material respects with the requirements of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingExchange Act, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of promulgated thereunder and applicable "no-action letters" issued by the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K which shall include as exhibits the ServicerOfficer's annual statement of compliance described under Certificates and Accountant's Statements delivered pursuant to Section 3.18 3.13 and the accountant's report described under Section 3.193.14, in each caserespectively, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file the Master Servicer and the Special Servicer for such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligencefiscal year, willful misconduct or bad faith. The Form 10-K and which shall also further include a certification in the form attached hereto as Exhibit O (the a "Xxxxxxxx-Xxxxx Certification")) (or in such other form as required by the Xxxxxxxx-Xxxxx Act of 2002, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable rules and regulations of the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of promulgated thereunder (including any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided interpretations thereof by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission's staff)), the Trustee which Xxxxxxxx-Xxxxx Certification shall promptly deliver to be signed by an officer of the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of as contemplated by this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).8.16;

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for securities similar securities to the Offered Certificates as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 108-K filings on behalf of the DepositorTrust but only to the extent no accompanying Certification is required to be filed in relation thereto on behalf of the Trust, the Depositor or the Servicer. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoingIf Certifications shall be required with respect to such Form 8-K filings, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where or the related Servicer, as appropriate, shall sign such filings and any Certification required to be made in relation thereto. The Depositor or the Servicer, as appropriate, shall sign any Form 10-K is signed by the Trustee on behalf of the Depositor, Trust and the appropriate Certification required with respect thereto. The Trustee shall prepare such file any Form 8-K and Form 10-K to be filings for the Trust promptly upon receiving the duly signed forms and related Certifications from the Depositor or the Servicer, as the case may be. As used in this Section 8.28, the term “Certification” means a certification required by the Depositor Xxxxxxxx-Xxxxx Act of 2002 and the Depositor shall sign such Commission’s rules and regulations thereunder including similar certifications that may be required with respect to Form 108-K.K or other filings that are or may be made on behalf of the Trust. (b) Each Monthly The Trustee shall file each Form 8-K shall be filed by the Trustee filing within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 31 of each year (year, commencing in 2006, or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-KK on behalf of the Trust, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 8.16 and the accountant's ’s report described under Section 3.198.17, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an the duly signed Form 10-K without them, but shall file a duly signed amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct misconduct, or bad faithreckless disregard of its duties under this Section 8.28. The Form 10-K shall also include a certification Certification in the form attached hereto as Exhibit O (the "Certification")O, which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or , and which the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days Trustee, together with the signed Form 10-K, prior to the latest date on March 20th of each year in which the a Form 10-K may is required to be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements filed with respect to the Trust to be met in (or if March 20th is not a Business Day, the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerimmediately preceding Business Day). (c) Prior Notwithstanding anything to the latest date on contrary herein and provided that the foregoing reporting arrangements and responsibilities are permissible under applicable law and otherwise acceptable to the Commission, the Trustee, prior to March 20th of each year in which the a Form 10-K may is required to be timely filed each yearwith respect to the Trust (or if such day is not a Business Day, the Trustee immediately preceding Business Day), shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs is signing the CertificationCertifica­tion included in the Form 10-K) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis regarding certain aspects of items 1 through 3 of the accountant's report attached as an exhibit to Certification included in the Form 10-K). K. (d) In addition, the Trustee shall indemnify and hold harmless the Depositor and the Servicer and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless such Persons, then the Trustee, in connection with a breach of the Trustee’s obligations under Section 8.28(c) or the Trustee’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Servicer on the one hand and the Trustee on the other. (whichever signs e) Prior to March 20th of each year in which a Form 10-K is required to be filed with respect to the CertificationTrust, the Servicer shall sign and deliver to the Depositor and the Trustee a certification in the form attached hereto as Exhibit Q for the benefit of the Depositor and the Trustee and the officers, directors and Affiliates of each of them as to certain aspects of items 4 and 5 of the Certification included in the Form 10-K. In addition, the Servicer shall indemnify and hold harmless the Depositor and the Trustee and the officers, directors and Affiliates of each of them from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 and Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct of the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Trustee, as the case may be, then the Servicer, in connection with a breach of the Servicer’s obligations under Section 7.09(b), Section 8.08(f), Section 8.16 or Section 8.17 (including the inaccuracy of any of the items required to be delivered pursuant to Section 8.16 or Section 8.17) or this Section 8.28(e), or the Servicer’s negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Trustee, as the case may be, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as the case may be, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as the case may be, on the one hand and the Servicer on the other. The Servicer acknowledges that the Depositor and the Trustee are relying on the Servicer’s performance of its obligations under Section 7.09(b), 8.08(f), Section 8.16, Section 8.17 and this Section 8.28(e) in order to perform their respective obligations under this Section 8.28. (f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Servicer and the Depositor a copy of any such executed report, statement or information. (g) If the Commission issues additional interpretative guidance or promulgates additional rules or regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or the allocation of responsibilities with respect thereto, described in this Section 8.28, to be conducted differently than as described, the Depositor, Servicer and Trustee will reasonably cooperate to amend the provisions of this Section in order to comply with such amended reporting requirements and such amendment of this Section. Any such amendment shall be made in accordance with Section 11.14 without further consent of the Owners, and may result in the reduction of the reports filed by the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. (h) Prior to January 30th of the first year in which it is able to do so, the Trustee shall file a Form 15D Suspension Notification with respect to the Trust to suspend the further filing of periodic reports. (i) In filing any Form 8-K or Form 10-K, the Trustee shall not undertake any analysis of, and shall have no responsibility for, any financial information, accountant’s report, certification or other matter contained therein, except for computations performed by the Trustee and reflected in distribution reports. Nothing in this Section 8.28(i) shall relieve the Trustee of its responsibility for the matters as to which it is certifying in the form attached hereto as Exhibit P. (j) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's Depositor’s obligations under this Section 3.22(c) 8.28, or the Trustee's Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard for its obligations and duties in connection therewith, except to the extent caused by the negligence, bad faith or willful misconduct in connection therewithof the Trustee. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesTrustee, then the Trustee agrees that it Depositor, in connection with a breach of the Depositor’s obligations under this Section 8.28, or the Depositor’s gross negligence, bad faith, willful misconduct or reckless disregard of its duties in connection therewith, shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithother. The Servicer hereby Depositor acknowledges and agrees that the Depositor and the Trustee are is relying on the Servicer's Depositor’s performance of its obligations under Sections 3.18 and 3.19 this Section 8.28 in order to perform their its respective obligations under this Section 3.228.28. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor Servicer in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trustee shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the TrustDepositor (or such other entity). In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such Form 10-K document on behalf of the Depositor, but only to the extent no accompanying certification is required to be filed on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the foregoingcontrary, in the event Depositor, and not the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Trustee, shall be responsible for executing each Form 10-K is signed by the Trustee filed on behalf of the Depositor, Trust. The Depositor shall provide the Trustee shall prepare such Form 10-K with a letter at closing, substantially in the form attached hereto as Exhibit M, instructing the Trustee, as filing agent, to be signed by comply with the Depositor and reporting obligations provided in this Agreement for the Depositor shall sign such Form 10-K.Trust under the Exchange Act. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th 31st of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.10 and the accountant's ’s report described under Section 3.193.11, in each case, case to the extent that they have been timely delivered to the TrusteeTrustee and upon which the Trustee may conclusively rely. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O N (the "“Certification"”), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different mannerservicing. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PO) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). The Trustee’s certification shall be delivered to the Servicer by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Servicer shall deliver the Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any a breach of the Trustee's ’s obligations under this Section 3.22(c) 3.14 or the Trustee's ’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesServicer, then the Trustee Trustee, in connection with a breach of the Trustee’s obligations under this Section 3.14 or the Trustee’s negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other other. If the indemnification provided for in this Agreement is unavailable or insufficient to hold harmless the Trustee, then the Servicer, in connection with a breach of the Trustee's Servicer’s obligations under this Section 3.22(c) 3.14 or the Trustee's Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and , agrees that it shall contribute to the Depositor amount paid or payable by the Trustee as a result of the losses, claims, damages or liabilities of the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and the Trustee are relying Servicer on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22other. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor Servicer a copy of any such executed report, statement or information. (e) The obligations set forth Prior to January 30th of the first year in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated able to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositordo so under applicable law, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. (f) To the extent that, following the Closing Date, the Servicer certifies that reports and thereafter there certifications differing from those required under this Section 3.14 comply with the reporting requirements under the Exchange Act, the Trustee and the Depositor hereby agree that each shall be no further obligations under paragraphs (a) through (d) reasonably cooperate to amend the provisions of this Section commencing 3.14 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 3.14. Any such amendment may result in the fiscal year in which reduction of the Form 15 is reports filed (other than by the Servicer under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations to be performed in such fiscal year that relate back to the prior fiscal year)and immunities under this Agreement.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations promulgated thereunder. The Trustee shall submit to the Depositor for execution any Form 10-K. Upon receipt of any such executed Form 10-K from the Securities and Exchange Commission thereunderDepositor, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Trustee shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, and the Depositor accordingly hereby grants to the Trustee a limited power of attorney to execute and file each any such Form 108-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Trustee is able to do so under applicable law, in the event Trustee shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Seller, the Depositor and the Servicer agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Commission. The Trustee shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K (except for the initial Form 8-K in connection with the filing of this Agreement, which shall be filed by the Depositor) shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities Security and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.09 and the accountant's ’s report described under Section 3.193.10, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a the certification in the form attached hereto as Exhibit O set forth in Section 3.13(c) below (the "“Certification"”), which shall be signed by a the senior officer of the Depositor in charge of securitization securitization. (c) Unless the Securities and Exchange Commission (the “SEC”) issues written guidance or a senior officer of otherwise informs the Seller, the Depositor, the Trustee or the Servicer in charge writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall include the following certification: I, _______________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2003-3; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing functioninformation required to be provided to the trustee by the servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports; and 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the pooling and servicing agreement; and 5. The Depositor reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Servicersimilar procedure, as set forth in the case pooling and servicing agreement that is included in these reports. Date:_________________________ ______________________ Name: Title: Notwithstanding anything in this Agreement, the above certifications may bebe changed from time to time by the Depositor without the consent of any other parties to comply with any changes in applicable law. (d) The Trustee agrees to furnish to each of the Depositor and the Servicer copies of each Form 8-K, shall deliver including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form proposed to the filed, including any executed reports, statements or other information included in such filing, and together with the foregoing Certification to be executed by the Trustee three (3) Depositor, at least five Business Days prior to the latest date on which the Form 10-K may be timely filedproposed filing date. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PT) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 5 of the Depositor’s Certification set forth in (c) above (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit U) for the benefit of the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from regarding certain aspects of items 2, 3 and against 5 of the Depositor’s Certification set forth in (c) above. (f) The Seller, the Depositor, the Servicer and the Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this section. (g) The Trustee covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and claims or expenses arising out of incurred in connection with or based upon any relating to the inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or ’s certification to the Trustee's negligence, bad faith or willful misconduct in connection therewithDepositor. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesDepositor, then the Trustee Trustee, in connection with or relating to the inaccuracy of the Trustee’s certification to the Depositor, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claimsliabilities, damages damages, claims or liabilities expenses of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other other. (h) The Servicer covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver ’s certification to the Depositor a copy of any such executed report, statement Depositor. If the indemnification provided for herein is unavailable or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect insufficient to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of hold harmless the Depositor, then the Trustee shall prepareServicer, execute and file in connection with the Securities and Exchange Commission a Form 15 Suspension Notification with respect or relating to the Trustinaccuracy of the Servicer’s certification to the Depositor, and thereafter there agrees that it shall be no further obligations under paragraphs (a) through (d) contribute to the amount paid or payable by the Depositor as a result of this Section commencing with the fiscal year in which losses, liabilities, damages, claims or expenses of the Form 15 is filed (other than the obligations to be performed Depositor in such fiscal year that relate back proportion as is appropriate to reflect the prior fiscal year)relative fault and the relative benefit of the Servicer on the one hand and the Depositor on the other.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with With respect to the Trust's satisfying its fiscal year 2005 (and any other subsequent fiscal year for the Trust, if as of the beginning of such other subsequent fiscal year for the Trust, the Registered Certificates are held (directly or, in the case of Registered Certificates held in book-entry form, through the Depository) by at least 300 Holders and/or Depository Participants having accounts with the Depository, or if reporting requirements under the Exchange Act. Without limiting Act is required during or for, as applicable, such fiscal year because the generality of Trustee failed to make the foregoingrequisite filing suspending such reporting), the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K shall: (eachi) with respect to each Distribution Date during such fiscal year, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by in accordance with the Exchange Act and Act, the rules and regulations of the Securities promulgated thereunder and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10applicable "no-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt action letters" issued by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed reportprepare for filing, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports execute on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request behalf of the Depositor, the Trustee shall prepare, execute Trust and properly and timely file with the Securities and Exchange Commission a Form 15 Suspension Notification (A) monthly, with respect to the Trust, a Form 8-K Current Report, which shall include as an exhibit a copy of the Trustee Report disseminated by the Trustee on such Distribution Date and thereafter there such other items as the Depositor may reasonably request and (B) upon direction of the Depositor, a Form 8-K Current Report regarding and disclosing (I) those events specified under Section 8.16(c) (to the extent a Responsible Officer of the Trustee has actual knowledge of, or has been provided with written notice of, such event) and (II) any other events occurring with respect to the Trust that are required to be reported pursuant to Form 8-K (to the extent a Responsible Officer of the Trustee has actual knowledge of, or has been provided with written notice of, such event), in the case of (A) and (B), within the time periods specified under Form 8-K, the Exchange Act, the rules and regulations promulgated thereunder and applicable releases and "no-action letters"; provided that, the Depositor shall be no further obligations under paragraphs (a) through (d) of this Section commencing cooperate with the fiscal year in which Trustee to determine the Form 15 is filed applicable required time period; (other than the obligations to be performed in ii) during such fiscal year that relate back to year, (A) monitor for and promptly notify the prior fiscal year).Depositor in writing of the occurrence or existence of any of the matters identified in Section

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this agreement, the Trustee Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Securities Administrator, the Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c), any breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants With respect to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy prior to the issuance of the related monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") ), the Servicer shall confirm that it has received all distribution and/or servicing information required to be provided to the Servicer by any Subservicer for inclusion in the Servicer's Certificate on which such Distribution Date Statement is based. In the event that the Servicer determines that any such information has not been provided as an exhibit theretorequired or is materially incorrect, the Servicer shall immediately notify the applicable Subservicer and the Trustee and use its reasonable best efforts to cause the Subservicer to provide or correct, as the case may be, such information in time to permit the Servicer to provide a corrected Servicer's Certificate to the Trustee and to enable the Trustee to distribute the Distribution Date Statement at the time required by Section 5.04(b). Prior In order to March 30th enable the Servicer to comply with its obligations under this Section 3.22(a), the Trustee shall use its best commercial efforts to deliver a copy of each year Distribution Date Statement to the Servicer not less than one (or 1) Business Day prior to the date on which the Distribution Date Statement is sent to Certificateholders. (b) Promptly upon receipt of the report of the independent public accountants required pursuant to Section 3.19, the Servicer shall review such earlier date as may report and shall deliver a copy of such report to the Depositor's certified public accountants and the Trustee. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section, the Trustee shall include such accountants report and the Officer's Certificate regarding Servicer compliance required by pursuant to Section 3.18. (c) The Trustee shall, on behalf of the Trust Fund, cause to be filed with the Securities and Exchange Commission any periodic reports required to be filed under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange CommissionCommission thereunder, for so long as any Certificates registered under the 1933 Act are outstanding (other than the Current Report on Form 8-K to be filed by the Depositor in connection with computational materials, collateral terms sheets and the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates). Upon the request of the Trustee, each of the Servicer and the Depositor shall cooperate with the Trustee in the preparation of any such report and shall provide to the Trustee in a timely manner all such information as the Trustee may reasonably request in connection with the performance of its duties and obligations under this Section. (d) The Servicer shall deliver to the Trustee on a timely basis to permit the Trustee to file a Form 10-K, in substance it as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such an exhibit to each annual report on Form 10-K shall include as exhibits the Servicer's annual statement required to be file pursuant to paragraph (c) of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely deliveredthis Section, the Trustee certification (the "Xxxxxxxx-Xxxxx Certification") required under 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 (as amended from time to time) and any rules or regulations promulgated with respect thereto (collectively, the "Section 302 Requirements"). It is the parties' intent that compliance by the Servicer with the provisions of this Section 3.22 will constitute compliance with the review required by the Section 302 Requirements. In no event shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered the provisions set forth in this Section 3.22 limit the ability of the Servicer to conduct additional procedures or investigations determined by it to be necessary or appropriate to comply with the Trustee. Section 302 Requirements. (e) The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include sign a certification (in the form attached hereto as Exhibit O (M) for the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer benefit of the Servicer in charge of the servicing functionand its officers, directors and Affiliates. The Depositor or the Servicer, as the case may be, Such certification shall deliver the Certification be delivered to the Trustee three (3) Business Days Servicer no later than the 20th day prior to the latest date on which the Form 10-K may is permitted to be timely filed. The Trustee, without regard to extension (or if such day is not a Business Day, the Depositor immediately preceding Business Day) and the Servicer shall reasonably cooperate to enable deliver the Securities and Exchange Commission requirements with respect Xxxxxxxx-Xxxxx Certification to the Trust to be met in Trustee no later than the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior 10th day prior to the latest date on which the Form 10-K may is permitted to be timely filed each yearfiled, without regard to extension (or if such day is not a Business Day, the Trustee shall sign and deliver immediately preceding Business Day). In the event that prior to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit filing date of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In additionK in each year, a Responsible Officer of the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs has actual knowledge of information material to the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to notify the Depositor a copy of any such executed report, statement or informationServicer. (ef) The obligations set forth in paragraphs (ab) through (de) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (bc) of this Section. Upon In the event that, upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect 15D is properly filed pursuant to the Trustparagraph (c) of this Section, and thereafter there shall be no further obligations under paragraphs (ab) through (de) of this Section commencing with the fiscal year in which the Form 15 15D is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the "Form 10-K)") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the "Form 10-K)") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct party preparing such information as set forth in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth in Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth in Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth in Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th June 28th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and thereafter there shall be no further filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).Section..

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the "Form 10-K)") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, any Additional Form 10-D Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee are relying in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall each indicate to the Trustee their consent to the form and substance of the draft Form 10-D (which consent may be in order electronic form). If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to perform their respective obligations under this be amended, the Trustee will follow the procedures set forth in Section 3.223.22(e). Form 10-D 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) of this Section above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall only apply with respect to periods be prepared by the party responsible for which preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is obligated subject to file reports the Exchange Act reporting requirements, commencing in 2007, certain parties to this Agreement shall be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, any Additional Form 10-K Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In Notwithstanding the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22previous sentence, the Depositor hereby grants to shall file the Trustee a limited power of attorney to execute and file each such Current Report on Form 108-K on behalf in connection with the filing of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.this Agreement. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and each Servicer's annual statement of compliance described under Section 3.18 3.19 and the accountant's report described reports referenced under Section 3.193.20, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the master servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's any accountants' report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c) or any material misstatements or omission contained in the Trusteecertification delivered pursuant to this Section 3.22(c) or the Securities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.19 and 3.19 3.20 in order to perform their respective obligations under this Section 3.22. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Depositor) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Servicer's annual statement of compliance described under Section 3.18 3.20 and the accountant's report described referenced under Section 3.193.21, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.23, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor, each person, if any, who "controls" the Depositor or within the Servicer (whichever signs meaning of the Certification)Securities Act of 1933, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Depositor Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c3.23(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.23(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the such Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c3.23(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.20 and 3.19 3.21 in order to perform their respective obligations under this Section 3.223.23. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and affiliates. In addition, the Master Servicer shall indemnify and hold harmless the Depositor Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Master Servicer pursuant to this Section 3.23(d), any breach by the Master Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.23(d) or any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(d) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor Indemnified Parties, then the Master Servicer agrees that it shall contribute to the amount paid or payable by such Depositor Indemnified Parties as a result of the losses, claims, damages or liabilities of such Depositor Indemnified Parties in such proportion as is appropriate to reflect the relative fault of such Depositor Indemnified Parties on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 3.23(d), any material misstatement or omission contained in the certificate delivered pursuant to 3.23(d) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. (e) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (f) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (eg) The obligations set forth in paragraphs (a) through (df) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of As soon as permitted under applicable law, unless otherwise instructed by the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Indenture Trustee and the Servicer shall reasonably cooperate with the Depositor Issuer in connection with the Trust's satisfying its the reporting requirements under the Securities Exchange ActAct of 1934, as amended. Without limiting the generality of the foregoing, the The Indenture Trustee shall prepare on behalf of and deliver to the Trust Issuer any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder. The Servicer pursuant to Section 6.07 of the Servicing Agreement shall sign, and the Indenture Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System), any Form 10-K, and the Indenture Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 108-K. (b) Each Monthly Form 8-K shall be filed by the Indenture Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") Statement for such Distribution Payment Date as an exhibit thereto. Prior to March 30th of 2006, and each year thereafter (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Indenture Trustee shall prepare and file and the Servicer shall execute a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits thereto the Servicer's annual statement of compliance described under Section 3.18 3.10 of the Servicing Agreement and the accountant's report described under Section 3.193.11 of the Servicing Agreement, in each case, case to the extent they have been timely delivered to the Indenture Trustee. If they are not so timely delivered, the Indenture Trustee (with the cooperation of the Servicer and the Depositor) shall prepare and file a Form 12b-25 or an amended Form 10-K in accordance with the Rules and Regulations of the Securities Exchange Commission including such documents as exhibits reasonably promptly after they are delivered to the Trusteeexhibits. The Indenture Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Indenture Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O B (the "Certification"), which shall shall, except as described below, be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or function of the Servicer, as . On or before the case may be, shall deliver the Certification to the Trustee three (3) fifth Business Days Day prior to the latest date on March 30th, 2006, and each year thereafter for which the a Form 10-K may be timely filed. The Trusteeis filed under this paragraph, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Indenture Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PC (the "Indenture Trustee Certification"). (c) for In the benefit event that prior to the filing date of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K)K in March of each year, the Indenture Trustee or the Servicer has actual knowledge of information material to the Certification, that party shall promptly notify the other party. In addition, (i) the Indenture Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Indenture Trustee's obligations under this Section 3.22(c) 7.03 or the Indenture Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer shall, with its own funds, indemnify and hold harmless the Indenture Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this Section 7.03 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor indemnified party, then (i) the Indenture Trustee agrees in connection with a breach of the Indenture Trustee's obligations under this Section 7.03 or the Servicer (whichever signs the Certification) and its officersIndenture Trustee's negligence, directors and affiliates, then the Trustee agrees bad faith or willful misconduct in connection therewith that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Indenture Trustee on the other and (ii) the Servicer agrees in connection with a breach of the TrusteeServicer's obligations under this Section 3.22(c) 7.03 or the TrusteeServicer's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees therewith that it shall contribute to the Depositor amount paid or payable by the Indenture Trustee as a result of the losses, claims, damages or liabilities of the Indenture Trustee in such proportion as is appropriate to reflect the relative fault of the Indenture Trustee on the one hand and the Trustee are relying Servicer on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22other. (d) Upon any filing with the Securities and Exchange Commission, the Indenture Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth Prior to January 30 of the first year in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Indenture Trustee is obligated able to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositordo so under applicable law, the Indenture Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Trust Estate.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the The Depositor shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the Depositor or the Certificate Registrar determines that the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, it shall promptly notify the Trustee and thereafter there the Trustee shall be no further recommence preparing and filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations promulgated thereunder. The Trustee shall submit to the Depositor for execution any Form 10-K. Upon receipt of any such executed Form 10-K from the Securities and Exchange Commission thereunderDepositor, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Trustee shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, and the Depositor accordingly hereby grants to the Trustee a limited power of attorney to execute and file each any such Form 108-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Trustee is able to do so under applicable law, in the event Trustee shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Seller, the Depositor and the Servicer agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Commission. The Trustee shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K (except for the initial Form 8-K in connection with the filing of this Agreement, which shall be filed by the Depositor) shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities Security and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.09 and the accountant's ’s report described under Section 3.193.10, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a the certification in the form attached hereto as Exhibit O set forth in Section 3.13(c) below (the "“Certification"”), which shall be signed by a the senior officer of the Depositor in charge of securitization securitization. (c) Unless the Securities and Exchange Commission (the “SEC”) issues written guidance or a senior officer of otherwise informs the Seller, the Depositor, the Trustee or the Servicer in charge writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall include the following certification: I, _______________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2003-4; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing functioninformation required to be provided to the trustee by the servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports; and 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the pooling and servicing agreement; and 5. The Depositor reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or the Servicersimilar procedure, as set forth in the case pooling and servicing agreement that is included in these reports. Date:_________________________ ______________________ Name: Title: Notwithstanding anything in this Agreement, the above certifications may bebe changed from time to time by the Depositor without the consent of any other parties to comply with any changes in applicable law. (d) The Trustee agrees to furnish to each of the Depositor and the Servicer copies of each Form 8-K, shall deliver including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form proposed to the filed, including any executed reports, statements or other information included in such filing, and together with the foregoing Certification to be executed by the Trustee three (3) Depositor, at least five Business Days prior to the latest date on which the Form 10-K may be timely filedproposed filing date. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PT) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 5 of the Depositor’s Certification set forth in (c) above (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit U) for the benefit of the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from regarding certain aspects of items 2, 3 and against 5 of the Depositor’s Certification set forth in (c) above. (f) The Seller, the Depositor, the Servicer and the Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this section. (g) The Trustee covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and claims or expenses arising out of incurred in connection with or based upon any relating to the inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or ’s certification to the Trustee's negligence, bad faith or willful misconduct in connection therewithDepositor. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesDepositor, then the Trustee Trustee, in connection with or relating to the inaccuracy of the Trustee’s certification to the Depositor, agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claimsliabilities, damages damages, claims or liabilities expenses of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Trustee on the one hand and the Trustee Depositor on the other other. (h) The Servicer covenants and agrees to indemnify the Depositor and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver ’s certification to the Depositor a copy of any such executed report, statement Depositor. If the indemnification provided for herein is unavailable or information. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect insufficient to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of hold harmless the Depositor, then the Trustee shall prepareServicer, execute and file in connection with the Securities and Exchange Commission a Form 15 Suspension Notification with respect or relating to the Trustinaccuracy of the Servicer’s certification to the Depositor, and thereafter there agrees that it shall be no further obligations under paragraphs (a) through (d) contribute to the amount paid or payable by the Depositor as a result of this Section commencing with the fiscal year in which losses, liabilities, damages, claims or expenses of the Form 15 is filed (other than the obligations to be performed Depositor in such fiscal year that relate back proportion as is appropriate to reflect the prior fiscal year)relative fault and the relative benefit of the Servicer on the one hand and the Depositor on the other.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the each Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") or other comparable form and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Depositor) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this agreement, the Trustee Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Securities Administrator, the Trustee, the Depositor and the each Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P, with such modification thereto as shall be reasonably required in connection with any changes made by the SEC to any certification requirement under Section 302 of the Sarbanes-Oxley Act) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates xxxxxxxxx xxx affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c), any breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Depositor, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Each Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the such Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, each Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit Q, with such modification thereto as shall be reasonably required in connection with any changes made by the SEC to any certification requirement under Section 302 of the Sarbanes-Oxley Act) for the benefit of the Depositor and its officers, xxxxxxxxx xxx affiliates. In addition, each Servicer shall indemnify and hold harmless the Depositor, and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by such Servicer pursuant to this Section 3.22(d), any breach of such Servicer's obligations under this Section 3.22(d) or such Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor and its officers, directors and affiliates, then such Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of such Servicer's obligations under this Section 3.22(d) or such Servicer's negligence, bad faith or willful misconduct in connection therewith. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its the reporting requirements under the Securities Exchange ActAct of 1934, as amended. Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of and deliver to the Trust Servicer any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission thereunder. The Servicer shall sign, and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System), any Form 10-K, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 108-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of 2004, and each year thereafter (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits to the Servicer's annual statement of compliance described under Section 3.18 5.17 and the accountant's report described under Section 3.195.18, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O Q (the "Certification"), which shall shall, except as described below, be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or function of the Servicer, as . On or before the case may be, shall deliver the Certification to the Trustee three (3) fifth Business Days Day prior to the latest date on March 30th, 2004, and each year thereafter for which the a Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in is filed under this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearparagraph, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for R (the benefit of "Trustee Certification"). Notwithstanding the Depositor (or foregoing, if it is determined by the ServicerServicer that the Certification may be executed by multiple persons, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis sign the Certification in respect of items 1 through 3 thereof and the accountant's report attached Servicer shall cause the senior officer in charge of servicing at the Servicer to sign the Certification in respect of items 4 and 5 thereof. The Trustee may rely on the Certification signed by the Servicer to the same extent as an exhibit provided in subsection (c) below. (c) In the event that prior to the filing date of the Form 10-K)K in March of each year, the Trustee or the Servicer has actual knowledge of information material to the Certification, that party shall promptly notify the other party. In addition, (i) the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) 6.05 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any breach of the Servicer's obligations under this Section 6.05 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesindemnified party, then (i) the Trustee agrees in connection with a breach of the Trustee's obligations under this Section 6.05 or the Trustee's negligence, bad faith or willful misconduct in connection therewith that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other and (ii) the Servicer agrees in connection with a breach of the TrusteeServicer's obligations under this Section 3.22(c) 6.05 or the TrusteeServicer's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees therewith that it shall contribute to the Depositor amount paid or payable by the Trustee as a result of the losses, claims, damages or liabilities of the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and the Trustee are relying Servicer on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22other. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) The obligations set forth Prior to January 30 of the first year in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated able to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositordo so under applicable law, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) . [End of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).Article VI]

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and the Servicer's annual statement of compliance described under Section 3.18 3.20 and the accountant's report described referenced under Section 3.193.21, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.23, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c3.23(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.23(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c3.23(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.20 and 3.19 3.21 in order to perform their respective obligations under this Section 3.223.23. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of the Servicer to provide the certification required pursuant to each of the Servicing Agreement. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year); provided, however, that at any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Securities Administrator shall recommence preparing and filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations set forth in paragraphs (a) through (e) of this Section.

Reports to the Securities and Exchange Commission. (a) The Trustee Trustee, the Securities Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Securities Administrator shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Trustee Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Securities Administrator shall file (via the Securities and deliver Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Securities Administrator within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Securities Administrator shall include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and any other information required by Item 1121 of Regulation AB ("Additional Form 10-D Information") shall be reported to the Depositor and the Securities Administrator by the party responsible for such information as set forth on Exhibit R-1 hereto and the Securities Administrator shall compile such information pursuant to the following paragraph. The Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Securities Administrator, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upox xx the Securities Administrator and such party, (or the Serviceri) any Additional Form 10-D Information, if the Servicer signs the Certificationapplicable and (ii) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (will approve, as to form and substance, or the Servicerdisapprove, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis inclusion of the accountant's report attached as Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Securities Administrator). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an exhibit to EDGAR-compatible format. After preparing the Form 10-K). In additionD, the Trustee txx Xxcurities Administrator shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach forward electronically a draft copy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient Form 10-D to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Servicer's performance Securities Administrator will follow the procedures set forth in Section 3.22(e). Form 10-D 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 its obligations under Sections 3.18 the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and 3.19 in order (2) has been subject to perform their respective obligations under this Section 3.22such filing requirements for the past 90 days. " The Depositor hereby instructs the Securities Administrator, with respect to each Form 10-D, to check "yes" for each item unless the Securities Administrator has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. The Securities Administrator shall promptly deliver have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator's inability or failure to obtain or receive, on a timely basis, any information from any party hereto (other than the Securities Administrator or any Servicing Function Participant utilized by the Securities Administrator) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2009, the Securities Administrator shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for the Securities Administrator, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Securities Administrator and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Securities Administrator's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii)(A) the registered public accounting firm attestation report for the Servicer, the Securities Administrator and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be reported to the Depositor a copy and the Securities Administrator by the party responsible for such information as set forth on Exhibit R-2 hereto and the Securities Administrator shall compile such information pursuant to the following paragraph. The Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of any such executed report, statement or information. (e) The its obligations as set forth in paragraphs the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2009, certain parties to this Agreement shall be required to provide to the Securities Administrator and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upox xx the Securities Administrator and such party, (ai) through any Additional Form 10-K Information, if applicable and (dii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of this Section shall only apply the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Securities Administrator). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports Securities Administrator in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee Trustee, the Securities Administrator and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Securities Administrator shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Trustee Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Securities Administrator shall file (via the Securities and deliver Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Securities Administrator within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Securities Administrator shall include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and any other information required by Item 1121 of Regulation AB ("Additional Form 10-D Information") shall be reported to the Depositor and the Securities Administrator by the party responsible for such information as set forth on Exhibit R-1 hereto and the Securities Administrator shall compile such information pursuant to the following paragraph. The Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Securities Administrator, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Securities Administrator and such party, (or the Serviceri) any Additional Form 10-D Information, if the Servicer signs the Certificationapplicable and (ii) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (will approve, as to form and substance, or the Servicerdisapprove, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis inclusion of the accountant's report attached as Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Securities Administrator). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an exhibit to EDGAR-compatible format. After preparing the Form 10-K). In additionD, the Trustee xxx Xecurities Administrator shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach forward electronically a draft copy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient Form 10-D to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Servicer's performance Securities Administrator will follow the procedures set forth in Section 3.22(e). Form 10-D 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 its obligations under Sections 3.18 the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and 3.19 in order (2) has been subject to perform their respective obligations under this Section 3.22such filing requirements for the past 90 days. " The Depositor hereby instructs the Securities Administrator, with respect to each Form 10-D, to check "yes" for each item unless the Securities Administrator has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee Securities Administrator will make available on its internet website a final executed copy of each Form 10-D. The Securities Administrator shall promptly deliver have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator's inability or failure to obtain or receive, on a timely basis, any information from any party hereto (other than the Securities Administrator or any Servicing Function Participant utilized by the Securities Administrator) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (c) On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in [_____], the Securities Administrator shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Securities Administrator within the applicable time frames set forth in this Agreement: (i) an annual compliance statement for the Securities Administrator, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Securities Administrator and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Securities Administrator's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii)(A) the registered public accounting firm attestation report for the Servicer, the Securities Administrator and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be reported to the Depositor a copy and the Securities Administrator by the party responsible for such information as set forth on Exhibit R-2 hereto and the Securities Administrator shall compile such information pursuant to the following paragraph. The Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of any such executed report, statement or information. (e) The its obligations as set forth in paragraphs the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in [_______], certain parties to this Agreement shall be required to provide to the Securities Administrator and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Securities Administrator and such party, (ai) through any Additional Form 10-K Information, if applicable and (dii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of this Section shall only apply the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Securities Administrator). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports Securities Administrator in connection with including any -72- Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Trustee shall sign file (via the Securities and deliver to Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (or b) Each Form 10-D shall be filed by the ServicerTrustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P"Distribution Date Statement") for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached such Distribution Date as an exhibit to the Form 10-K)thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee Securities Administrator shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee Securities Administrator shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Master Servicer) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee Securities Administrator within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b5.06(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the Trustee calendar year following the date of this Agreement, the Securities Administrator shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's and each Servicer's annual statement of compliance described under Section 3.18 3.20 and the accountant's report described referenced under Section 3.193.21, in each case, to the extent they have been timely delivered to the TrusteeSecurities Administrator. If they are not so timely delivered, the Trustee Securities Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the TrusteeSecurities Administrator. The Trustee Securities Administrator shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the TrusteeSecurities Administrator's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Master Servicer in charge of the servicing functionfunctions. The Depositor or the Servicer, as the case may be, Master Servicer shall deliver the Certification to the Trustee Securities Administrator three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The TrusteeSecurities Administrator, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.23, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Securities Administrator shall sign and deliver to the Depositor (or the Servicer, if the Master Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates affiliates (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee Securities Administrator shall indemnify and hold harmless the Depositor or Master Servicer, each person, if any, who "controls" the Master Servicer (whichever signs within the Certification)meaning of the 1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Master Servicer Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee Securities Administrator pursuant to this Section 3.22(c3.23(c), any breach by the Securities Administrator or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.23(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee Securities Administrator agrees that it shall contribute to the amount paid or payable by the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor or the such Master Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor or the such Master Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee Securities Administrator on the other in connection with a breach of the TrusteeSecurities Administrator's obligations under this Section 3.22(c3.23(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(c) or the TrusteeSecurities Administrator's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee Securities Administrator are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.20 and 3.19 3.21 in order to perform their respective obligations under this Section 3.223.23. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall enforce the obligation of each Servicer to provide the certification required pursuant to each of the Servicing Agreements. (e) Upon any filing with the Securities and Exchange Commission, the Trustee Securities Administrator shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee Securities Administrator is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee Securities Administrator shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Depositor) on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b5.06(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior On or prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 3.19 and the accountant's report described accountants' reports referenced under Section 3.193.20, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O M (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.23, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PN) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor, each person, if any, who "controls" the Depositor or within the Servicer (whichever signs meaning of the Certification)1933 Act, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Depositor Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c3.23(c), any breach by the Trustee or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.23(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.23(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee agrees that it shall contribute to the amount paid or payable by the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the such Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c3.23(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.23(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges acknowledge and agrees agree that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 3.19 and 3.19 3.20 in order to perform their respective obligations under this Section 3.223.23. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit O, with such modification thereto as shall be reasonably required in connection with any changes made by the Securities and Exchange Commission to any certification requirement under Section 302 of the Sarbanes-Oxley Act) for the benefit of the Depositor Indemnified Partiex. Xx xxxxxxxx, the Servicer shall indemnify and hold harmless the Depositor Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Servicer pursuant to this Section 3.23(d), any breach of the Servicer's obligations under this Section 3.23(d) or the Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor Indemnified Parties, then the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor Indemnified Parties as a result of the losses, claims, damages or liabilities of the Depositor Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the Depositor Indemnified Parties on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.23(d) or the Servicer's negligence, bad faith or willful misconduct in connection therewith. (e) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) The obligations set forth in paragraphs (a) through (de) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants With respect to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy prior to the issuance of the related monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") ), the Servicer shall confirm that it has received all distribution and/or servicing information required to be provided to the Servicer by any Subservicer for inclusion in the Servicer's Certificate on which such Distribution Date Statement is based. In the event that the Servicer determines that any such information has not been provided as an exhibit theretorequired or is materially incorrect, the Servicer shall immediately notify the applicable Subservicer and the Trustee and use its reasonable best efforts to cause the Subservicer to provide or correct, as the case may be, such information in time to permit the Servicer to provide a corrected Servicer's Certificate to the Trustee and to enable the Trustee to distribute the Distribution Date Statement at the time required by Section 5.04(b). Prior In order to enable the Servicer to comply with its obligations under this Section 3.22(a), the Trustee shall use its best commercial efforts to deliver a copy of each Distribution Date Statement to the Servicer not less than one (1) Business Day prior to the date on which the Distribution Date Statement is sent to Certificateholders. (b) Promptly upon receipt of the report of the independent public accountants required pursuant to Section 3.19, the Servicer shall review such report and shall deliver a copy of such report to the Depositor's certified public accountants and the Trustee. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section, the Trustee shall include such accountants report and the Officer's Certificate regarding Servicer compliance required pursuant to Section 3.19. (c) The Trustee shall, on behalf of the Trust Fund, cause to be prepared and filed with the Securities and Exchange Commission (the "SEC") (i) on or prior to March 30th of each year 31 (or such earlier date as may then be required by SEC rules or regulations) of each year commencing in 2003, an annual report on Form 10-K (or its successor) for the Exchange Act preceding calendar year; (ii) within 15 days after each Distribution Date, a current report on Form 8-K (or its successor) (other than the Current Report on Form 8-K to be filed by the Depositor in connection with computational materials and the rules initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates), containing as an exhibit the Distribution Date Statement relating to such Distribution Date; and regulations (iii) any and all other reports, statements and information respecting the Trust which are required, or which the Depositor deems desirable, to be filed with the Securities and Exchange Commission pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Commission)Act of 1934, the Trustee shall file a Form 10-Kas amended, in substance as required by applicable law each such report, statement and information to be filed on or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, prior to the extent they have been timely delivered to required filing date for such report, statement or information. Upon the request of the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer each of the Servicer and the Depositor shall cooperate with the Trustee in charge the preparation of the servicing function. The Depositor or the Servicer, as the case may be, any such report and shall deliver the Certification provide to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, manner all such information as the Trustee shall sign may reasonably request in connection with the performance of its duties and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22Section. (d) Upon any filing with the Securities and Exchange Commission, the Trustee The Servicer shall promptly deliver to the Depositor Trustee on a copy timely basis to permit the Trustee to file it as an exhibit to each annual report on Form 10-K required to be file pursuant to paragraph (c) of this Section, the certification required under 302(a) of the Sarbanes-Oxley Act of 2002 (as amended from time to time) and any such executed reportrules xx xxxxxxxxxxs promulgated with respect thereto (collectively, statement the "Section 302 Requirements"). It is the parties' intent that compliance by the Servicer with the provisions of this Section 3.22 will constitute compliance with the review required by the Section 302 Requirements. In no event shall the provisions set forth in this Section 3.22 limit the ability of the Servicer (or informationthe Trustee) to conduct additional procedures or investigations determined by it to be necessary or appropriate to comply with the Section 302 Requirements. (e) The obligations set forth in paragraphs (ab) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (bc) of this Section. Upon In the event that, upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect 15D is properly filed pursuant to the Trustparagraph (c) of this Section, and thereafter there shall be no further obligations under paragraphs (ab) through (d) of this Section commencing with the fiscal year in which the Form 15 15D is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) . The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant K. On or prior to paragraph (b) of this Section. Upon request of January 30, 2006, unless otherwise requested by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust. At any time after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act or the regulations promulgated pursuant thereto which would cause the Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and thereafter there shall be no further filing reports on Form 8-K and 10-K as required pursuant to this Section and the parties hereto will again have the obligations under set forth in paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)Section.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the "Form 10-K)") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (b) Each Form 10-D shall be filed by the Trustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, any Additional Form 10-D Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee are relying in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, xxx Xrustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Depositor and Servicer shall each indicate to the Trustee their consent to the form and substance of the draft Form 10-D (which consent may be in order electronic form). If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to perform their respective obligations under this be amended, the Trustee will follow the procedures set forth in Section 3.223.22(e). Form 10-D 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2007, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) of this Section above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall only apply with respect to periods be prepared by the party responsible for which preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is obligated subject to file reports the Exchange Act reporting requirements, commencing in 2007, certain parties to this Agreement shall be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, any Additional Form 10 K Information, if applicable. The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee Securities Administrator, the Master Servicer and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the Trustee The Master Servicer shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations of the Securities Regulations promulgated thereunder. The Master Servicer shall execute and Exchange Commission thereunder, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Master Servicer shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing and the Certification described in paragraph Issuer (bon behalf of the Depositor) of this Section 3.22, the Depositor accordingly hereby grants to the Trustee Master Servicer a limited power of attorney to execute and file each any such Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee Master Servicer from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Master Servicer is able to do so under applicable law, in the event Master Servicer shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Indenture Trustee, the Securities Administrator and the Servicer agrees to promptly furnish to the Master Servicer, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee (“SEC”). The Master Servicer shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K (except for the initial Form 8-K in connection with the filing of this Agreement, which shall be filed by the Trustee Depositor) shall be filed by the Master Servicer within 15 days after each Distribution Payment Date, including with a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") the Noteholders for such Distribution Payment Date as an exhibit thereto. Prior On or prior to March 30th of each year commencing in 2006 (or such earlier other date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange CommissionSEC), the Trustee Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's SEC staff interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s and the Master Servicer’s annual statement of compliance described under Section 3.18 3.09 and Section 4.10 and the accountant's ’s report described under Section 3.19Sections 3.10 and 4.11, in each casewith respect to the Servicer and the Master Servicer, to the extent they have been timely delivered to the TrusteeMaster Servicer. The Form 10-K shall also include the certification in the form set forth in Section 3.13(c) below (the “Certification”), which shall be signed by the senior officer of the Master Servicer. If they are not so timely delivered, the Trustee Master Servicer shall file a Form 12b-25 no later than one business day following March 30th of such year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the SEC), in substance as required by applicable law or applicable SEC staff interpretations. In such event, the Master Servicer shall use reasonable efforts to file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered on or prior to April 15th of such year. If the Trusteeamended Form-10K is not so timely filed, the Master Servicer and the Depositor shall use reasonable efforts to cooperate with the SEC to remedy such failure to timely file. The Trustee Master Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's Master Servicer’s inability or failure to obtain any information not resulting from its own negligencenegligence or willful misconduct. (c) Unless the SEC issues written guidance to the contrary or otherwise informs the Seller, willful misconduct the Depositor, the Indenture Trustee, the Securities Administrator, the Master Servicer or bad faith. The the Servicer in writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall also include the following certification: I, _______________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2005-2; 2. Based on my knowledge, the information in these reports, taken as a certification whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; 3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports; 4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing agreement; and 5. The reports disclose all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Date:_________________________ ______________________ Name: Title: Notwithstanding anything in this Agreement, the above certifications may be changed from time to time by the Master Servicer without the consent of any other parties to comply with any changes in applicable law. (d) The Master Servicer agrees to furnish to each of the Depositor and the Servicer (to the extent such forms are not available on the internet website of the SEC) copies of each Form 8-K, including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form attached hereto as Exhibit O (proposed to the "Certification")filed, which shall be signed by a senior officer of including any executed reports, statements or other information included in such filing, and together with the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the foregoing Certification to be executed by the Trustee three (3) Depositor, at least five Business Days prior to the latest date on which proposed filing date. In addition, unless the Form 10-K may be timely filed. The TrusteeSecurities Administrator and Master Servicer are the same entity, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee Administrator shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PC-1) for the benefit of the Depositor (or the Servicer, as the case may be) Master Servicer and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 3 of the Master Servicer’s Certification set forth in (c) above (provided, however, that the Trustee Securities Administrator shall not undertake an analysis of the accountant's report ’s reports attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit C-2) for the Depositor or benefit of the Master Servicer (whichever signs the Certification), and its officers, directors and Affiliates from Affiliates. (f) The Depositor, the Servicer, the Master Servicer, the Securities Administrator and against the Indenture Trustee agree to use their good faith efforts to cooperate in complying with the requirements of this Section 3.13. (g) The Securities Administrator covenants and agrees to indemnify the Master Servicer and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and claims or expenses arising out of incurred in connection with or based upon any relating to the inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or Securities Administrator’s certification to the Trustee's negligence, bad faith or willful misconduct in connection therewithMaster Servicer. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesMaster Servicer, then the Trustee Securities Administrator, in connection with or relating to the inaccuracy of the Securities Administrator’s certification to the Master Servicer, agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claimsliabilities, damages damages, claims or liabilities expenses of the Depositor or the Master Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Securities Administrator on the one hand and the Trustee Master Servicer on the other other. The indemnity provided by this paragraph shall not be effective if the Securities Administrator and the Master Servicer are the same entity. (h) The Servicer covenants and agrees to indemnify the Master Servicer and its officers, directors, employees and agents from, and hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) Servicer’s certification to the Master Servicer. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee's negligenceMaster Servicer, bad faith or willful misconduct then the Servicer, in connection therewith. The Servicer hereby acknowledges and with or relating to the inaccuracy of the Servicer’s certification to the Master Servicer, agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, liabilities, damages, claims or expenses of the Master Servicer in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Servicer on the one hand and the Master Servicer on the other. (i) The Master Servicer and its counsel and the Servicer and its counsel shall reasonably cooperate with the Depositor and its counsel to enter into such amendments or modifications to this Agreement as may be necessary to comply with any rules promulgated by the Trustee are relying on SEC and any interpretations thereof by the Servicer's performance staff of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange CommissionSEC, the Trustee shall promptly deliver subject to the Depositor a copy provisions of any such executed report, statement or informationSection 7.01 hereof. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Trustee shall sign file (via the Securities and deliver to Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (or b) Each Form 10-D shall be filed by the ServicerTrustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P"Distribution Date Statement") for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached such Distribution Date as an exhibit to the Form 10-K)thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in XXXXX-compatible format, or in such other form as otherwise agreed upon by the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an XXXXX-compatible format. After preparing the Servicer's performance Form 10-D, the Trustee shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2008, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in XXXXX-compatible format, or in such other form as otherwise agreed upon by the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an XXXXX-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with to enable the Trust's satisfying Depositor to satisfy its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached parties hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust Depositor to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. . Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Depositor any Current Reports on Form 8-K (ceach, a "Form 8-K"), Distribution Reports on Form 10-D (each, a "Form 10-D") Prior to the latest date and Annual Reports on which the Form 10-K may be timely filed each year(each, a "Form 10-K") as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, the Servicer shall sign such forms (other than Form 8-Ks) or the Depositor shall sign such Form 8-Ks, the Trustee shall sign file (via the Securities and deliver to Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor. Notwithstanding the foregoing, the Depositor shall file the Form 8-Ks in connection with the issuance of the Certificates. (or b) Each Form 10-D shall be filed by the ServicerTrustee within 15 days after each Distribution Date and will include a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P"Distribution Date Statement") for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached such Distribution Date as an exhibit to the Form 10-K)thereto. In addition, the Trustee shall indemnify include under Item 1 of each Form 10-D any information required by Item 1121 of Regulation AB to the extent relevant that is not included on the Distribution Date Statement. Any information in addition to the Distribution Date Statement and hold harmless the Depositor or the Servicer any other information required by Item 1121 of Regulation AB (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided "Additional Form 10-D Information") shall be determined by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates party preparing such information as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates set forth on the one hand Exhibit R-1 hereto and the Trustee on shall compile such information pursuant to the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewithfollowing paragraph. The Servicer hereby acknowledges and agrees that Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-1 hereto, within 5 calendar days after the related Distribution Date, certain parties hereto shall be required to provide to the Depositor and the Trustee, to the extent known by such parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee are relying and such party, (i) any Additional Form 10-D Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Information (other than with respect to Additional Form 10-D Information provided by the Trustee). The Depositor will be responsible for all reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Information on Form 10-D pursuant to this paragraph, including converting any such information to an EDGAR-compatible format. After preparing the Servicer's performance Form 10-D, the Trxxxxx shall forward electronically a draft copy of its obligations under Sections 3.18 the Form 10-D to the Depositor and 3.19 the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, the Servicer shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to immediately follow) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in order Section 3.22(e). Form 10-D requires the registrant to perform their respective obligations under this indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 3.2213 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 instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Trustee has received timely prior written notice from the Depositor that the answer should be "no" for an item. Promptly (dbut no later than one Business Day) Upon any after filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor will make available on its internet website a final executed copy of each Form 10-D. The Trustee shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such executed reportForm 10-D, statement where such failure results from the Trustee's inability or informationfailure to obtain or receive, on a timely basis, any information from any party hereto (other than the Trustee or any Servicing Function Participant utilized by the Trustee) needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. (ec) The obligations On or before 90 days after the end of each fiscal year of the Trust (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission) (the "10-K Filing Deadline") commencing in 2008, the Trustee shall file a Form 10-K, in form and substance as required by applicable law or applicable Securities and Exchange Commission staff interpretations. 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 paragraphs this Agreement: (ai) an annual compliance statement for the Trustee, the Servicer and each Additional Servicer, as described under Section 3.18, (ii)(A) the annual reports on assessment of compliance with Servicing Criteria for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if the Servicer's, the Trustee's or each Servicing Function Participant's report on assessment of compliance with Servicing Criteria described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, (iii) (A) the registered public accounting firm attestation report for the Servicer, the Trustee and each Servicing Function Participant, as described under Section 3.19, and (B) if any registered public accounting firm attestation report described under Section 3.19 identifies any material instance of noncompliance or is not included, disclosure identifying such instance of noncompliance or disclosure that such report is not included and an explanation thereof, as the case may be, and (iv) a Certification as described in this Section 3.22(c). Any information in addition to (i) through (div) above that is required to be included on Form 10-K ("Additional Form 10-K Information") shall be prepared by the party responsible for preparing such information as set forth on Exhibit R-2 hereto and the Trustee shall compile such information pursuant to the following paragraph. The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Information, except to the extent of its obligations as set forth in the next paragraph. As set forth on Exhibit R-2 hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, certain parties to this Section Agreement shall only apply be required to provide to the Trustee and the Depositor, to the extent known by such applicable parties, in EDGAR-compatible format, or in such other form as otherwise agreed upxx xx the Trustee and such party, (i) any Additional Form 10-K Information, if applicable and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Information (other than with respect to periods Additional Form 10-K Information provided by the Trustee). The Depositor will be responsible for which all reasonable fees and expenses assessed or incurred by the Trustee is obligated to file reports in connection with including any Additional Form 10-K Information on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositorparagraph, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect including converting any such information to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year)an EDGAR-compatible format.

Reports to the Securities and Exchange Commission. (a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") (or other comparable form) and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms forms on behalf of the Trust. In the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, the Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor The Servicer shall sign such any Form 10-K. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.18 and the accountant's report described under Section 3.19, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing function. The Depositor or the Servicer, as the case may be, Servicer shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) Servicer and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c), any breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates, then the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification)Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (e) . The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (ax) The Xxx Trustee and the Servicer shall reasonably cooperate with the Depositor Depoxxxxx in connection with the Trust's ’s satisfying its the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Without limiting the generality of the foregoing, the The Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form Forms 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules Rules and regulations Regulations promulgated thereunder. The Trustee shall submit to the Depositor for execution any Form 10-K. Upon receipt of any such executed Form 10-K from the Securities and Exchange Commission thereunderDepositor, and the Trustee shall sign and file cause to be filed (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) any such Forms Form 10-K on behalf of the TrustDepositor. In The Trustee shall execute and file any Form 8-K (via the event Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) on behalf of the Depositor is signing the Certification described in paragraph (b) of this Section 3.22, and the Depositor accordingly hereby grants to the Trustee a limited power of attorney to execute and file each any such Form 108-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney attorney, and (ii) the termination of the Trust. Notwithstanding Prior to January 30 of the foregoingfirst year in which the Trustee is able to do so under applicable law, in the event Trustee shall file a Form 15D Suspension Notification with respect to the Trust. Each of the Seller, the Depositor and the Servicer agrees to promptly furnish to the Depositor, from time to time upon request, such further information, reports, and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Commission. The Trustee shall prepare such Form 10-K have no responsibility to be signed by the Depositor and the Depositor shall sign such Form 10-K.file any items or reports other than those specified in this Section 3.13. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including with a copy of the monthly statement to the Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities Security and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.18 3.09 and the accountant's ’s report described under Section 3.193.10, in each case, case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's ’s inability or failure to obtain any information not resulting from its own negligence, negligence or willful misconduct or bad faithmisconduct. The Form 10-K shall also include a certification the certifications in the form attached hereto as Exhibit O set forth in Section 3.13(c) below (collectively, the "“Certification"”), which shall be signed by a the senior officer of the Depositor in charge of securitization or a and the senior officer of the Servicer in charge of the servicing functionfunction of the Servicer. (c) Unless the Securities and Exchange Commission (the “SEC”) issues written guidance or otherwise informs the Seller, the Depositor, the Trustee or the Servicer in writing that the approach set forth below is not permissible, the parties agree that the Form 10-K shall include the following certifications: Depositor I, _______________, certify that 1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of Renaissance Home Equity Loan Trust 2002-4; 2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report; and 3. Based on my knowledge, the servicing information required to be provided to the trustee by the servicer under the pooling and servicing agreement is included in these reports. Date:_________________________ ______________________ Name: Title: [Delta] Servicer I, _______________, certify that: 1. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing agreement and based upon the review required under the pooling and servicing agreement, and except as disclosed in the report, the servicer has fulfilled its obligations under the servicing agreement; and 2. I have disclosed to the registrant’s certified public accountants all significant deficiencies relating to the servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the pooling and servicing agreement. Date:_______________ ___________________ Name: Title: (d) The Trustee agrees to furnish to each of the Depositor, the Certificate Insurer and the Servicer copies of each Form 8-K, including any executed reports, statements or other information included in such filing, filed with the SEC as provided in (a) above and a draft of the Form 10-K in the form proposed to the filed, including any executed reports, statements or other information included in such filings, and together with the foregoing Certifications to be executed by the Depositor or the Servicer, as the case may berespectively, shall deliver the Certification to the Trustee three (3) at least five Business Days prior to the latest date on which the Form 10-K may be timely filedproposed filing date. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.22, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each yearIn addition, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit PT) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates regarding certain aspects of items 1, 2 and 3 of the Depositor’s Certification set forth in (c) above (provided, however, that the Trustee shall not undertake an analysis of the accountant's ’s report attached as an exhibit to the Form 10-K). In addition, . (e) The Servicer shall sign a certification (in the Trustee shall indemnify and hold harmless form attached hereto as Exhibit U) for the benefit of the Depositor or the Servicer (whichever signs the Certification), and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out regarding certain aspects of or based upon any inaccuracy item 3 of the Depositor’s Certification set forth in (c) above. To the extent the dual certification provided is not permitted by the SEC, the Servicer agrees to add those two items to the item listed in Exhibit U. (f) The Seller, the Depositor, the Servicer and the Trustee pursuant agree to use their good faith efforts to cooperate in complying with the requirements of this section. The Depositor shall provide the Servicer, upon request, with the name and contact information of its certified public accountant so that the Servicer may comply with its disclosure obligations as provided in Section 3.22(c3.13(c), any breach of the Trustee's obligations under this Section 3.22(c. (g) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient The Trustee covenants and agrees to hold harmless indemnify the Depositor or the Servicer (whichever signs the Certification) and its officers, directors directors, employees and affiliatesagents from, then the Trustee agrees that and hold it shall contribute harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with or relating to the amount paid or payable by inaccuracy of the Trustee’s certification to the Depositor. (h) The Servicer covenants and agrees to indemnify the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor or the Servicer (whichever signs the Certification) and its officers, directors directors, employees and affiliates on the one hand agents from, and the Trustee on the other hold it harmless against, any and all losses, liabilities, damages, claims or expenses incurred in connection with a breach or relating to the inaccuracy of the Trustee's obligations under this Section 3.22(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer's performance of its obligations under Sections 3.18 and 3.19 in order to perform their respective obligations under this Section 3.22. (d) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver ’s certification to the Depositor a copy of any such executed report, statement or informationDepositor. (e) The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).

Reports to the Securities and Exchange Commission. (a) The Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with the Trust's satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K (each, a "Form 10-K") customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder, and the Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such Forms (other than any Annual Report on Form 10-K, which shall be signed by the Depositor) on behalf of the Trust. In Notwithstanding the event the Depositor is signing the Certification described in paragraph (b) of this Section 3.22previous sentence, the Depositor hereby grants to shall file the Trustee a limited power of attorney to execute and file each such Monthly Form 108-K on behalf in connection with the filing of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding the foregoing, in the event the Securities and Exchange Commission does not accept a Certification signed by the Depositor where the related Form 10-K is signed by the Trustee on behalf of the Depositor, the Trustee shall prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such Form 10-K.this Agreement. (b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the monthly statement to Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution Date Statement") for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission)) commencing in the calendar year following the date of this Agreement, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.18 3.13 and the accountant's report described under Section 3.193.15, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the "Certification"), which shall be signed by a senior officer of the Depositor in charge of securitization or a senior officer of the Servicer in charge of the servicing functionsecuritization. The Depositor or the Servicer, as the case may be, shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Master Servicer shall reasonably cooperate to enable the Securities and Exchange Commission requirements with respect to the Trust to be met in the event that the Securities and Exchange Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.223.20, to be conducted or allocated in a different manner. (c) Prior to the latest date on which the Form 10-K may be timely filed each year, the Trustee shall sign and deliver to the Depositor (or the Servicer, if the Servicer signs the Certification) a certification (in the form attached hereto as Exhibit P) for the benefit of the Depositor (or the Servicer, as the case may be) and its officers, directors and Affiliates affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). In addition, the Trustee shall indemnify and hold harmless the Depositor, each person, if any, who "controls" the Depositor or within the Servicer (whichever signs meaning of the Certification)Securities Act of 1933, as amended and its their respective officers, directors directors, agents and Affiliates affiliates (collectively, the "Depositor Indemnified Parties") from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.22(c3.20(c), any breach by the Trustee or any of the Trustee's its officers, directors, agents or affiliates of its obligations under this Section 3.22(c3.20(c) or any material misstatements or omission contained in the certification delivered pursuant to this Section 3.20(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliatesIndemnified Parties, then the Trustee agrees that it shall contribute to the amount paid or payable by the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties as a result of the losses, claims, damages or liabilities of the such Depositor or the Servicer (whichever signs the Certification), its officers, directors or affiliates Indemnified Parties in such proportion as is appropriate to reflect the relative fault of the such Depositor or the Servicer (whichever signs the Certification) and its officers, directors and affiliates Indemnified Parties on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 3.22(c3.20(c), any material misstatement or omission contained in the certification delivered pursuant to this Section 3.20(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith. The Master Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Master Servicer's performance of its obligations under Sections 3.18 3.13 and 3.19 3.15 in order to perform their respective obligations under this Section 3.223.20. (d) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit Q) for the benefit of the Depositor and its officers, directors and affiliates. In addition, the Master Servicer shall indemnify and hold harmless the Depositor Indemnified Parties from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Master Servicer pursuant to this Section 3.20(d), any breach by the Master Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.20(d) or any material misstatement or omission contained in the certification delivered pursuant to this Section 3.20(d) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor Indemnified Parties, then the Master Servicer agrees that it shall contribute to the amount paid or payable by such Depositor Indemnified Parties as a result of the losses, claims, damages or liabilities of such Depositor Indemnified Parties in such proportion as is appropriate to reflect the relative fault of such Depositor Indemnified Parties on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 3.20(d), any material misstatement or omission contained in the certificate delivered pursuant to 3.20(d) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. (e) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (ef) Prior to the latest date on which the Form 10-K may be timely filed each year, the Master Servicer shall take all commercially reasonable efforts to enforce the obligation of each Servicer, if applicable, to provide the certification required pursuant to each respective Servicing Contract. (g) The obligations set forth in paragraphs (a) through (df) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of As soon as permitted under applicable law, unless otherwise instructed by the Depositor, the Trustee shall prepare, execute and file with the Securities and Exchange Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (de) of this Section commencing with the fiscal year in which the Form 15 is filed (other than the obligations to be performed in such fiscal year that relate back to the prior fiscal year).