Common use of SEC Certification Clause in Contracts

SEC Certification. By the last day of February of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005, or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller or any officer to whom that officer reports, to the Master Servicer for the benefit of the Master Servicer and its respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Seller of that fact and (ii) the Seller shall not be required to provide the Officer's Certificate described in this subsection (a). 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates) and Section 7.02 (Owner's Repurchase and Indemnification Obligations) are inapplicable to this Agreement.

SEC Certification. By the last day of February March 15 of each year (or or, if not a Business Day, the immediately preceding Business Day) beginning with February 28March 15, 2005, or at in connection with any other time additional such certifications required to be filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller or any officer to whom that officer reportssuch officer, to the Master Servicer Servicer, to the extent such receiving party is required to file a certification pursuant to Section 302 of the Sarbanes Oxley Act of 2002 ("Sarbanes Oxley"), for the benefit of the such Master Servicer and its respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Seller of that fact and (ii) the Seller shall not be required to provide the Officer's Certificate described in this subsection (a). 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. By (a) For so long as the last day of Mortgage Loans are being master serviced by a master servicer (the "Master Servicer") in a securitization transaction with respect to which the Master Servicer files a Sarbanes-Oxley certification directly with the Securities Xxxxxxxx Xxmmission (a "Transaction"), by February 28th of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional Sarbanes-Oxley certifications directly filed by the Masxxx Xxxxxxxx, upon thirty (30) days written request, an officer of the Seller Servicer shall execute and deliver an Officer's Certificate Annual Certification, in a form substantially in the form of similar to Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller or any officer to whom that officer reports, to the Master Servicer for the benefit of the such Master Servicer and its respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that certifying as to any year a the following matters: (i) Based on my knowledge, the information relating to the Mortgage Loans and the servicing thereof submitted by the Servicer to the Master Servicer which is used in connection with preparation of the reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for Transaction, 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 prior calendar yearstatements made, then (i) in light of the Depositor shall notify circumstances under which such statements were made, not misleading as of the Seller date of that fact and this certification; (ii) the Seller shall not be The servicing information required to be provided to the Master Servicer by the Servicer under this Servicing Agreement has been provide to the OfficerMaster Servicer; (iii) I am responsible for reviewing the activities performed by the Servicer under the Servicing Agreement and based upon the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance, the Annual Independent Public Accountant's Certificate described Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Servicer has, as of the date of this certification, fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Master Servicer 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 Servicing Agreement. (b) The Servicer shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this subsection (a)Section 5.08 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servcier as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 5.08 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of February 28th of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications directly filed by the Depositor upon thirty (30) days written request, an officer of the Seller Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Servicer or any officer to whom that officer reports, to the Master Servicer and the Depositor for the benefit of the such Master Servicer and its such Depositor and their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Servicer in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction Transaction, 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 date of this certification; (3) Based on my knowledge, the Servicing Information required to be provided to the Master Servicer by the Servicer under this Agreement has been provided to the Master Servicer; (4) I am responsible for reviewing the prior calendar yearactivities performed by the Servicer under this Agreement and based upon the review required hereunder, then and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Servicer has, as of this certification fulfilled its obligations under this Agreement; and (i5) I have disclosed to the Master Servicer and the Depositor 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 this Agreement. (b) The Servicer shall notify indemnify and hold harmless the Seller Master Servicer and the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of that fact and (ii) or based upon a breach by the Seller shall not be required to provide Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.08 any material misstatement or omission in the Officer's Certificate described required under this Section or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this subsection (a)Section 5.08, any material misstatement or omission in the Officer's Certificate required under this Section or the Servicer's negligence, bad faith or willful misconduct in connection therewith. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. By On or before the last day of February of each year (or if not a Business Dayyear, the immediately preceding Business Day) beginning with February 28, 20052004, or the Servicer, at any other time upon thirty (30) days written requestits own expense, an officer of the Seller shall execute and will deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller or any officer to whom that officer reports, to the Master Servicer for the benefit a Servicing Officer's Certificate, a form of the Master Servicer and its respective officerswhich is attached hereto as Exhibit F, directors and affiliates. Notwithstanding the foregoingstating, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar yeareach signer thereof, then that (i) a review of the Depositor shall notify activities of the Seller Servicer during such preceding fiscal year and of that fact performance under this Agreement has been made under such officers' supervision, and (ii) to the Seller shall not be required best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to provide such officer and the Officer's Certificate described in this subsection (a)nature and status thereof including the steps being taken by the Servicer to remedy such default. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of February 28th of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications directly filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Company or any officer to whom that officer reports, to the Master Servicer and the Depositor for the benefit of the such Master Servicer and its such Depositor and their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Company in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction Transaction, 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 date of this certification; (3) Based on my knowledge, the Servicing Information required to be provided to the Master Servicer by the Company under this Agreement has been provided to the Master Servicer; (4) I am responsible for reviewing the prior calendar yearactivities performed by the Company under this Agreement and based upon the review required hereunder, then and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Company has, as of this certification fulfilled its obligations under this Agreement; and (i5) I have disclosed to the Master Servicer and the Depositor all significant deficiencies relating to the Company'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 this Agreement. (b) The Company shall notify indemnify and hold harmless the Seller Master Servicer and the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of that fact and (ii) or based upon a breach by the Seller shall not be required to provide Company or any of its officers, directors, agents or affiliates of its obligations under this Section 5.08 any material misstatement or omission in the Officer's Certificate described required under this Section or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and the Depositor, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Depositor on the one hand and the Company on the other in connection with a breach of the Company's obligations under this subsection (a)Section 5.08, any material misstatement or omission in the Officer's Certificate required under this Section or the Company's negligence, bad faith or willful misconduct in connection therewith. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of February 28th of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications directly filed by the Depositor upon thirty (30) days written request, an officer of the Seller Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F E attached hereto, signed by the senior officer in charge of servicing of the Seller Servicer or any officer to whom that officer reports, to the Master Servicer and the Depositor for the benefit of the such Master Servicer and its such Depositor and their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Servicer in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction Transaction, 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 date of this certification; (3) Based on my knowledge, the Servicing Information required to be provided to the Master Servicer by the Servicer under this Agreement has been provided to the Master Servicer; (4) I am responsible for reviewing the prior calendar yearactivities performed by the Servicer under this Agreement and based upon the review required hereunder, then and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Servicer has, as of this certification fulfilled its obligations under this Agreement; and (i5) I have disclosed to the Master Servicer and the Depositor 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 this Agreement. (b) The Servicer shall notify indemnify and hold harmless the Seller Master Servicer and the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of that fact and (ii) or based upon a breach by the Seller shall not be required to provide Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.08 any material misstatement or omission in the Officer's Certificate described required under this Section or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this subsection (a)Section 5.08, any material misstatement or omission in the Officer's Certificate required under this Section or the Servicer's negligence, bad faith or willful misconduct in connection therewith. 2931. The first and second lines of Section 6.01(a) are hereby restated to read as follows: The Servicer is a federally chartered savings association, duly organized, validly existing and in good standing under applicable law and has all licenses 32. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 3033. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification Obligations) are inapplicable to this Agreement.

SEC Certification. By the last day of February of each year (or or, if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005, or at in connection with any other time additional such certifications required to be filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Company or any officer to whom that officer reports, to the Master Servicer for the benefit either of the Master Servicer or the Depositor, to the extent such receiving party is required to file a certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), for the xxxxxxx xx such Master Sexxxxxx xx xxxx Depositor, as the case may be, and its their respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Seller of that fact and (ii) the Seller shall not be required to provide the Officer's Certificate described in this subsection (a). 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates) and Section 7.02 (Owner's Repurchase and Indemnification Obligations) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of February 28th of each year (or if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications directly filed by the Depositor upon thirty (30) days written request, an officer of the Seller Servicer shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F E attached hereto, signed by the senior officer in charge of servicing of the Seller Servicer or any officer to whom that officer reports, to the Master Servicer and the Depositor for the benefit of the such Master Servicer and its such Depositor and their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Servicer in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for Transaction, 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 prior calendar yearstatements made, then in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (i3) Based on my knowledge, the Depositor shall notify the Seller of that fact and (ii) the Seller shall not be Servicing Information required to provide the Officer's Certificate described in this subsection (a). 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice be provided to the Master Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of by the Servicer to perform its duties and obligations under this Agreement or otherwise materially has been provided to the Master Servicer; (4) I am responsible for reviewing the activities performed by the Servicer under this Agreement and adversely affects based upon the value review required hereunder, and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly Loans submitted to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund Servicer has, as of this certification fulfilled its obligations under this Agreement; and (5) I have disclosed to the Master Servicer and the Trustee respecting Depositor 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 this Agreement. (b) The Servicer shall indemnify and hold harmless the Master Servicer and the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.07 any material misstatement or omission in the Officer's Certificate required under this Section or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Depositor on the one hand and the Servicer on the other in connection with a breach of the foregoing representations and warranties. Any cause of action against Servicer's obligations under this Section 5.07, any material misstatement or omission in the Servicer relating to Officer's Certificate required under this Section or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer's negligence, (ii) failure by the Servicer to cure such breach within the applicable cure period and (iii) demand upon the Servicer by the Trustee bad faith or the Master Servicer for compliance with this Agreementwillful misconduct in connection therewith. 3029. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of the Owner) ), Section 7.01 (Removal of Mortgage Loans from Inclusion Under the this Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates) and Section 7.02 (Owner's Repurchase and Indemnification Obligations) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of March 15, 2004 and by February 28th of each year thereafter (or of if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications required to be filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Company or any officer to whom that officer reports, to the Master Servicer for the benefit either of the Master Servicer or the Depositor, to the extent such receiving party is required to file a certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), for the xxxxxxx xx xxch Master Servixxx xx xxxx Xxpositor, as the case may be, and its their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"); (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Company in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction Transaction, 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 date of this certification; (3) Based on my knowledge, the Servicing Information required to be provided to the Master Servicer by the Company under this Agreement has been provided to the Master Servicer; (4) I am responsible for reviewing the prior calendar yearactivities performed by the Company under this Agreement and based upon the review required hereunder, then and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Company has, as of this certification fulfilled its obligations under this Agreement; and (i5) I have disclosed to the Master Servicer and the Depositor all significant deficiencies relating to the Company'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 this Agreement. (b) The Company shall notify indemnify and hold harmless the Seller Master Servicer or the Depositor, to the extent such party is obligated to furnish a certification pursuant to Sarbanes-Oxley Section 302, and its respective officerx, xxxxxxxxx, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of that fact and (ii) or based upon a breach by the Seller shall not be required to provide Company or any of its officers, directors, agents or affiliates of its obligations under this Section 5.08 any material misstatement or omission in the Officer's Certificate described required under this Section or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer or the Depositor, as applicable, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of the Master Servicer or the Depositor, as applicable, in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Depositor, as applicable, on the one hand and the Company on the other in connection with a breach of the Company's obligations under this subsection (a)Section 5.08, any material misstatement or omission in the Officer's Certificate required under this Section or the Company's negligence, bad faith or willful misconduct in connection therewith. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. (a) By the last day of February 28th of each year (or of if not a Business Day, the immediately preceding Business Day) beginning with February 28, 2005), or at in connection with any other time additional such certifications directly filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Company or any officer to whom that officer reports, to the Master Servicer and the Depositor for the benefit of the such Master Servicer and its such Depositor and their respective officers, directors and affiliates. Notwithstanding , certifying as to the foregoingfollowing matters: (1) I have reviewed the information required to be delivered to the Master Servicer pursuant to the Agreement (the "Servicing Information"). (2) Based on my knowledge, the information relating to the Mortgage Loans submitted by the Company in its monthly reporting packages delivered to the Master Servicer which is contained in the event that as to any year a reports on Form 8-K and the annual report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction Transaction, 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 date of this certification; (3) Based on my knowledge, the Servicing Information required to be provided to the Master Servicer by the Company under this Agreement has been provided to the Master Servicer; (4) I am responsible for reviewing the prior calendar yearactivities performed by the Company under this Agreement and based upon the review required hereunder, then and except as disclosed in the Annual Statement of Compliance, the Annual Independent Certified Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer, the Company has, as of this certification fulfilled its obligations under this Agreement; and (i5) I have disclosed to the Master Servicer and the Depositor all significant deficiencies relating to the Company'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 this Agreement. (b) The Company shall notify indemnify and hold harmless the Seller Master Servicer and the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of that fact and (ii) or based upon a breach by the Seller shall not be required to provide Company or any of its officers, directors, agents or affiliates of its obligations under this Section 5.08 any material misstatement or omission in the Officer's Certificate described required under this Section or the negligence, bad faith or willful misconduct of the Company in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and the Depositor, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and the Depositor on the one hand and the Company on the other in connection with a breach of the Company's obligations under this subsection (a)Section 5.08, any material misstatement or omission in the Officer's Certificate required under this Section or the Company's negligence, bad faith or willful misconduct in connection therewith. 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Reconstituted Dates) and Section 7.02 (Owner's Repurchase and Indemnification ObligationsObligation) are inapplicable to this Agreement.

SEC Certification. By the last day of February March 15 of each year (or or, if not a Business Day, the immediately preceding Business Day) beginning with February 28March 15, 2005, or at in connection with any other time additional such certifications required to be filed by the Depositor upon thirty (30) days written request, an officer of the Seller Company shall execute and deliver an Officer's Certificate substantially in the form of Exhibit F attached hereto, signed by the senior officer in charge of servicing of the Seller Company or any officer to whom that officer reports, to the Master Servicer Servicer, to the extent such receiving party is required to file a certification pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 ("Xxxxxxxx-Xxxxx"), for the benefit of the such Master Servicer and its respective officers, directors and affiliates. Notwithstanding the foregoing, in the event that as to any year a report on Form 10-K is not required to be filed with the Securities and Exchange Commission with respect to the related securitization transaction for the prior calendar year, then (i) the Depositor shall notify the Seller of that fact and (ii) the Seller shall not be required to provide the Officer's Certificate described in this subsection (a). 29. The second, third and fourth paragraphs of Section 6.02 (Remedies for Breach of Representations and Warranties of the Servicer) are hereby restated to read as follows: Within 60 days of the earlier of either discovery by or notice to the Servicer of any breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged PropertyAgreement, the Servicer shall use its best efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Trustee's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor Servicer selected by the Trustee with the prior consent and approval of the Master Servicer. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify (from its own funds) the Trustee, the Trust Fund and the Master Servicer and hold each of them harmless against any costs resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer's representations and warranties contained in this Agreement. It is understood and agreed that the remedies set forth in this Section 6.02 constitute the sole remedies of the Master Servicer, the Trust Fund and the Trustee respecting a breach of the foregoing representations and warranties. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Trustee or Master Servicer to the Servicer, (ii) failure by the Servicer to cure such breach within the applicable cure period period, and (iii) demand upon the Servicer by the Trustee or the Master Servicer for compliance with this Agreement. 30. The parties hereto acknowledge that Section 6.03 (Representations and Warranties of the Owner), Section 6.04 (Remedies for Breach of Representations and Warranties of Owner) Section 7.01 (Removal of Mortgage Loans from Inclusion Under the Agreement Upon a Pass-Through Transfer or a Whole Loan Transfer on One or More Reconstitution Dates) and Section 7.02 (Owner's Repurchase and Indemnification Obligations) are inapplicable to this Agreement.