Common use of Filings with the Commission Clause in Contracts

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to (a) As further set forth in Section 8.01(e), the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, Master Servicer and the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 15 of each year, commencing in March 2008, an officer’s certificate, substantially in the form of Exhibit H and Exhibit I hereto, respectively, stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such officer’s certificate, the Depositor shall review such officer’s certificate and consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. On or before March 15th of each calendar year, beginning with March 15, 2008, until a Form 15 Suspension Notification is filed with respect to the relevant securitization (as GSMC shall confirm to the Custodians), each Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor an officera report regarding such Custodian’s certificate in assessment of compliance with the form set forth Relevant Servicing Criteria identified in Exhibit I. The Securities Administrator J attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which such Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit J and that are backed by the same asset type backing such asset-backed securities, and a registered public accounting firm’s attestation report on such assessment of compliance. Each such report shall prepare or cause to be prepared include (i) a statement of the party’s responsibility for filing assessing compliance with the Securities servicing criteria applicable to such party, (ii) a statement that such party used the criteria identified in Item 1122(d)(4)(i) and Exchange Commission Item 1122(d)(4)(ii) of Regulation AB (other than as defined herein) to assess compliance with the initial Current Report applicable servicing criteria, (iii) disclosure of any material instance of noncompliance identified by such party, and (iv) a statement that a registered public accounting firm has issued an attestation report on Form 8-K to be filed by such party’s assessment of compliance with the Depositor applicable servicing criteria. To the extent that any Custodian engages any Subcontractor in connection with the issuance performance of the Certificates) and any of its material duties under this Agreement, such Custodian shall promptly notify the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies in writing of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”)engagement. Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to To the extent the Depositor notifies such Custodian that it has determined that such affiliates or third party vendors are participating in the servicing function with respect to the Mortgage Loans within the meaning of Item 1122 of Regulation AB, such Custodian shall deem require such affiliates or third party vendors to prepare a separate annual assessment and attestation report, as contemplated by this paragraph. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such relief form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants submitted to the Securities Administrator a limited power of attorney pursuant to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commissionthis Section.

Filings with the Commission. No later than ten Business Days prior to (a) As further set forth in Section 8.01(e), the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 15 of each year, commencing in March 2008, an officer’s certificate substantially in the form set forth in of Exhibit H and Exhibit I hereto, respectively, stating, as to the Master Servicer signer thereof, that (i) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such officer’s certificate, the Depositor shall review such officer’s certificate and consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. On or before March 15th of each calendar year, beginning with March 15, 2008, until a Form 15 Suspension Notification is filed with respect to the relevant securitization (as the Depositor shall confirm to the Custodian), the Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor an officera report regarding the Custodian’s certificate in assessment of compliance with the form set forth Relevant Servicing Criteria identified in Exhibit I. The Securities Administrator J attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit J and that are backed by the same asset type backing such asset-backed securities, and a registered public accounting firm’s attestation report on such assessment of compliance. Each such report shall prepare or cause to be prepared include (i) a statement of the party’s responsibility for filing assessing compliance with the Securities servicing criteria applicable to such party, (ii) a statement that such party used the criteria identified in Item 1122(d)(4)(i) and Exchange Commission Item 1122(d)(4)(ii) of Regulation AB (other than as defined herein) to assess compliance with the initial Current Report applicable servicing criteria, (iii) disclosure of any material instance of noncompliance identified by such party, and (iv) a statement that a registered public accounting firm has issued an attestation report on Form 8-K to be filed by such party’s assessment of compliance with the Depositor applicable servicing criteria. To the extent that the Custodian engages any Subcontractor in connection with the issuance performance of any of its material duties under this Agreement, the Certificates) and Custodian shall promptly notify the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies in writing of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”)engagement. Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to To the extent the Depositor notifies the Custodian that it has determined that such affiliates or third party vendors are participating in the servicing function with respect to the Mortgage Loans within the meaning of Item 1122 of Regulation AB, the Custodian shall deem require such affiliates or third party vendors to prepare a separate annual assessment and attestation report, as contemplated by this paragraph. The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Sale and Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such relief form and substance as may be required pursuant to, the Sale and Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants submitted to the Securities Administrator a limited power of attorney pursuant to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commissionthis Section.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 June 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“"1934 Act Documents”"). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006June 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator Trustee shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator Trustee shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator Trustee shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 May 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator Trustee shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator Trustee shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriateappropriate and direct the Trustee to do so at the expense of the Depositor. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator Trustee have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator Trustee a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor, it being agreed and understood that the Trustee shall not be required to execute any Form 10-K on behalf of the Trust. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities AdministratorTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March April 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 February 2004 through January 20062005, a Form 15D to be filed in January 2006 2004 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. (a) No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H E and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. F. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 April 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March May 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March September 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator Trustee shall deliver to the Depositor an officer’s 's certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. H. The Securities Administrator Trustee shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“"1934 Act Documents”"). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator Trustee shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in no later than January 2006 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator Trustee shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062004. The Securities Administrator Trustee shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator Trustee shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator Trustee have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator Trustee a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities AdministratorTrustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to (a) As further set forth in Section 8.01(e), the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 15 of each year, commencing in March 2008, an officer’s certificate substantially in the form set forth in of Exhibit H and Exhibit I hereto, respectively, stating, as to the Master Servicer signer thereof, that (i) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such officer’s certificate, the Depositor shall review such officer’s certificate and consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. On or before March 15th of each calendar year, beginning with March 15, 2008, until a Form 15 Suspension Notification is filed with respect to the relevant securitization (as GSMC shall confirm to the Custodians), each Custodian shall deliver to the Trustee, the Securities Administrator and the Depositor an officera report regarding such Custodian’s certificate in assessment of compliance with the form set forth Relevant Servicing Criteria identified in Exhibit I. The Securities Administrator J attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which such Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit J and that are backed by the same asset type backing such asset-backed securities, and a registered public accounting firm’s attestation report on such assessment of compliance. Each such report shall prepare or cause to be prepared include (i) a statement of the party’s responsibility for filing assessing compliance with the Securities servicing criteria applicable to such party, (ii) a statement that such party used the criteria identified in Item 1122(d)(4)(i) and Exchange Commission Item 1122(d)(4)(ii) of Regulation AB (other than as defined herein) to assess compliance with the initial Current Report applicable servicing criteria, (iii) disclosure of any material instance of noncompliance identified by such party, and (iv) a statement that a registered public accounting firm has issued an attestation report on Form 8-K to be filed by such party’s assessment of compliance with the Depositor applicable servicing criteria. To the extent that any Custodian engages any Subcontractor in connection with the issuance performance of the Certificates) and any of its material duties under this Agreement, such Custodian shall promptly notify the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies in writing of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”)engagement. Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to To the extent the Depositor notifies such Custodian that it has determined that such affiliates or third party vendors are participating in the servicing function with respect to the Mortgage Loans within the meaning of Item 1122 of Regulation AB, such Custodian shall deem require such affiliates or third party vendors to prepare a separate annual assessment and attestation report, as contemplated by this paragraph. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance within the time frame set forth in, and in such relief form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of compliance with its own annual statement of compliance to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants submitted to the Securities Administrator a limited power of attorney pursuant to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commissionthis Section.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateDistribution Statement, to be filed each month beginning in March 2005 through January 2006November 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006February 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March 2005 December 2004 through January 20062005, a Form 15D to be filed in January 2006 2005 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-10 K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K 8 K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-8 K reports attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 20062004, a Form 15D to be filed in January 2006 no later than March 30, 2004 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-10 K to be filed each March beginning in March 20062004. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-file no action requests prepared by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006December 2004, a Form 15D to be filed in no later than January 2006 30, 2005 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 20062005, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon)(other than the initial Current Report on Form 8-K K, which is to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting relating to the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder filed (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports (or other comparable Form containing the same or comparable information or other information mutually agreed upon) attaching the related Servicer CertificateRemittance Report, to be filed each month beginning in March 2005 through January 2006April 2005, a Form 15D to be filed in no later than January 30, 2006 (provided, however, that if the criteria for filing a Form 15D is are not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006, unless and until a Form 15 Suspension Notice shall have been filed. The At the expense of the Depositor, the Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, file no-action requests prepared in XXXXX-compatible format by the Depositor with, or request other appropriate exemptive relief from from, the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate, and directs the Securities Administrator to do so. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document 1934 Act Document on behalf of the Depositor, it being agreed and understood that the Securities Administrator shall not be required to execute any Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.

Filings with the Commission. No later than ten Business Days prior to the date on which any Annual Report on Form 10-K with respect to the Trust is required to be filed, the Securities Administrator shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit H and the Master Servicer shall deliver to the Depositor an officer’s certificate in the form set forth in Exhibit I. The Securities Administrator shall prepare or cause to be prepared for filing with the Securities and Exchange Commission (other than the initial Current Report on Form 8-K to be filed by the Depositor in connection with the issuance of the Certificates) and the Depositor shall sign and certify any and all reports, statements and information respecting the Trust and/or the Certificates required to be filed, and shall solicit any and all proxies of the Certificateholders whenever such proxies are required to be solicited, pursuant to the Securities Exchange Act of 1934, as amended, and the rules thereunder (“1934 Act Documents”). Upon execution and certification of the 1934 Act Documents by the Depositor, the Securities Administrator shall file such documents with the Securities and Exchange Commission. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that all 1934 Act Documents shall consist of only the following: Form 8-K reports attaching the related Servicer Certificate, to be filed each month beginning in March July 2005 through January 2006, a Form 15D to be filed in January 2006 (provided, however, that if the criteria for filing a Form 15D is not met, the Securities Administrator shall continue filing the monthly and annual forms), and a Form 10-K to be filed each March beginning in March 2006. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests with, or other appropriate exemptive relief from the Securities and Exchange Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any 1934 Act Document. The Depositor hereby grants to the Securities Administrator a limited power of attorney to execute (other than any form 10-K) and file each such document on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Securities Administrator from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Securities and Exchange Commission.