Common use of Exchange Commission; Additional Information Clause in Contracts

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a"XXXXX"), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law and only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a“XXXXX”), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law and only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant’s servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant’s servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the “Trustee Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff’s interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Exchange Act shall be sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director-Analysis and such partyControl, the form and substance of the Additional Form 10Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph0000.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("“XXXXX"”), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("“Additional Form 10-D Disclosure"”) shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "“Reporting Parties"”), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in the second paragraph of Section 4.06(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. The signing party at the Depositor can be contacted as described in Section 13.05 hereto. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 4.06(a) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("“XXXXX"”), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("“Additional Form 10-D Disclosure"”) shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "“Reporting Parties"”), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in the second paragraph of Section 4.06(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. The signing party at the Depositor can be contacted as described in Section 13.05 hereto. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 4.06(a) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

Exchange Commission; Additional Information. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, file with the Commission via the Electronic Data Gathering and Retrieval System (a"XXXXX"), a Form 8-K (or other comparable Form containing the same or comparable information or other information mutually agreed upon) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30 in each year, the Trustee shall, in accordance with applicable law, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 1, 20[__] and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each Servicer (as defined in Section 11.03(c))shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 11.04 and 11.05. In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit I-2) for the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to 101 Form 10-K). Prior to (i) March 31, 20[__] and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such Forms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, the DepositorServicer, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution DateThe Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall, in accordance with applicable law, prepare and shall file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any an amended Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance K including such documents as required by the Exchange Act, with a copy of the statement exhibits reasonably promptly after they are delivered to the Certificateholders for Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such Distribution Date as an exhibit thereto. Any necessary disclosure in addition periodic reports resulting from or relating to the statement Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB Trust Fund as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required deems necessary under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("“XXXXX"”), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("“Additional Form 10-D Disclosure"”) shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "“Reporting Parties"”), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.. After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Trustee will follow the procedures set forth in the second paragraph of Section 4.06(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Trustee. The signing party at the Depositor can be contacted as described in Section 13.05 hereto. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 4.06(a) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 4.06(a). The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. 102

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the TrusteeSecurities Administrator, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee Securities Administrator shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("“XXXXX"”), any Form 10-D (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("“Additional Form 10-D Disclosure"”) shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Securities Administrator, the Trustee, the Custodian, the Applicable Servicer, the Trust, the Master Servicer, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, and any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b1115(b) of Regulation AB as identified to the Trustee Securities Administrator by the Depositor (together the "“Reporting Parties"”), any party so required under and directed and approved by the Depositor, and the Trustee Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. 116 For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee Securities Administrator and the Depositor, to the extent knownknown by a Responsible Officer, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trustee Securities Administrator and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. After preparing the Form 10-D, the Securities Administrator shall forward electronically a draft copy of the Form 10-D to the Depositor for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Securities Administrator will follow the procedures set forth in the second paragraph of Section 5.06(d). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will make available on its internet website a final executed copy of each Form 10-D prepared and filed by the Securities Administrator. The signing party at the Depositor can be contacted as described in Section 14.05 hereto. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 5.06(a) related to the timely preparation and filing of Form 10-D is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 5.06(a), Sections 12.04, 1304, 13.05, 14.04 and 14.05. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-D, where such failure results from the Securities Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXXEDGAR"), any Form 10-D X (or xx other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXXEDGAR-compatible form, or xx in such other form as otherwise agreed upon by the Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXXEDGAR"), any Form 10-D (or other comparable Form containing the same or comparable xx xxmparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure in addition to the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under and directed and approved by the Depositor, and the Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by the xx xhe Trustee and the Depositor and such party, the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.. After preparing the Form 10-D, the Trustee shall forward electronically a draft copy of the Form 10-D to the Depositor and the Servicer for review. No later than 2 Business Days prior to the 15th calendar day after the related Distribution Date, a senior officer of the Depositor shall

Exchange Commission; Additional Information. (a) Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust. Within 15 days after each Distribution Date, the Trustee shall, in accordance with applicable law, prepare and file with the Commission via the Electronic Data Gathering and Retrieval System ("XXXXX"), any a Form 108-D K (or other comparable Form containing the same or comparable information or other information mutually agreed upon), in the form and substance as required by the Exchange Act, ) with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Any necessary disclosure Prior to January 30 in addition to each year, the statement to the Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") Trustee shall, pursuant to the paragraph immediately below, be reported by the Seller, the Depositor, the Trustee, the Trust, any servicer under Item 1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation AB, any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2) or 115(b) of Regulation AB as identified to the Trustee by the Depositor (together the "Reporting Parties"), any party so required under in accordance with applicable law and directed and approved only if instructed by the Depositor, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i) March 15, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Servicer shall provide the Trustee and the Depositor with a Servicer Certification, substantially in the form attached hereto as Exhibit I-1 which shall be signed by the senior officer of the Servicer in charge of securitization, together with a copy of the annual independent accountant's servicing report and annual statement of compliance to be delivered pursuant to this Agreement and each Sub-Servicer, in each case, required to be delivered pursuant to the related Sub-Servicing Agreement, and, if applicable, the annual independent accountant's servicing report and annual statement of compliance to be delivered by the Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee will have no duty or liability shall sign a certification (in the form attached hereto as Exhibit I-2) for any failure hereunder the benefit of the Servicer and its officers, directors and Affiliates regarding certain aspects of the Servicer Certification (the "Trustee Certification") (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to determine or prepare any Additional the Form 10-D Disclosure absent K). Prior to (i) March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission staff's interpretations. Such Form 10-K shall include the Servicer Certification and other documentation provided by the Servicer pursuant to the second preceding sentence. The Depositor hereby grants to the Trustee a limited power of attorney to execute each Form 8-K and file such reportingForms 8-K and 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust Fund. Notwithstanding anything herein to the contrary, direction the Servicer, and approvalnot the Trustee, shall be 95 responsible for executing each Form 10-K filed on behalf of the Trust. For so long The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trust is subject Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the reporting requirements of Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Trustee shall have no responsibility to file any items other than those specified in this Section 4.06; provided, however, the Trustee and the Servicer will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 5 calendar days after the related Distribution Date, (i) the Reporting Parties shall be required to provide to the Trustee and the Depositor, to the extent known, in XXXXX-compatible form, or in such other form as otherwise agreed upon . Copies of all reports filed by the Trustee and under the Depositor and such party, Exchange Act shall be sent to the form and substance of the Additional Form 10-D Disclosure applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement to monitor or enforce the performance by the Reporting Parties of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphDepositor.