Common use of Exchange Act Reporting Clause in Contracts

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year year, commencing in 2006 (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Trustee shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Trustee shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Trustee in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent Trustee and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Trustee shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying AgentTrustee. If they are not so timely delivered, the Paying Agent Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentTrustee. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent Trustee nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying AgentTrustee's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Trustee is able to do so under applicable law, the Paying Agent Trustee shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer(i) Unless and until a Form 15 Suspension Notice has been filed pursuant to Section 4.02(a)(iii) below, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within within 15 days after each Distribution Payment Date, the Paying Agent shall prepareIndenture Trustee shall, execute in accordance with industry standards, file with the Commission via the Electronic Data Gathering and file Retrieval System (“XXXXX”), a distribution report on behalf of the Trust any Forms 8Form 10-K customary for similar securities as required D, signed by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K Servicer, with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are monthly statement to be filed with any Form 8-K, such attachments shall be delivered furnished by the Indenture Trustee to the Paying Agent Noteholders for such Payment Date. Any disclosure in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case addition to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification monthly statement required to be included therewith, on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit I as described in paragraph (b) the responsible entity for providing that information. The Indenture Trustee will have no duty or liability to verify the accuracy or sufficiency of this Section 8.26. Neither any such Additional Form 10-D Disclosure and the Paying Agent nor the Master Servicer Indenture Trustee shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports Form 10-D resulting from or relating to the Master Servicer's or the Paying Agent's Indenture Trustee’s inability or failure to obtain any information not resulting in a timely manner from its own negligencethe party responsible for delivery of such Additional Form 10-D Disclosure. Within 5 calendar days after the related Determination Date, bad faith each entity that is indicated in Exhibit I as the responsible entity for providing Additional Form 10-D Disclosure shall be required to provide to the Indenture Trustee and the Depositor, to the extent known with respect to themselves, in an XXXXX compatible format, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. The Indenture Trustee shall compile the information provided to it, prepare the Form 10-D and no later than 5 calendar days prior to the 15th day after the related Payment Date forward the Form 10-D to the Depositor for verification with a copy to the Sponsor. The Depositor will approve, as to form and substance, or willful misconduct. Prior to January 30 disapprove, as the case may be, the Form 10-D. An officer of the first year in which Servicer shall sign the Paying Agent is able Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to do so under applicable lawfollow by overnight mail) to the Indenture Trustee. For administrative convenience, the Paying Agent shall file Servicer may deliver executed signature pages to the Indenture Trustee to be held by the Indenture Trustee in escrow and attached to a Form 15 relating 10-D only upon the Servicer’s electronic notification to the automatic suspension of reporting in respect of the Trust under the Exchange ActIndenture Trustee authorizing such attachment.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the The Paying Agent nor the Master Servicer shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report -205- described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special Servicer, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicer and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Section 11.01 Form 10-D Reporting Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by Date (subject to permitted extensions under the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the CommissionAct), the Paying Agent Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement attached thereto. Any disclosure in addition to the Monthly Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, except as set forth in the next paragraph. As set forth on Exhibit N hereto, within 5 calendar days after the related Distribution Date of each month that the Trust is subject to the Exchange Act reporting requirements, (i) the parties set forth thereon shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, a notice in the form of Exhibit R hereto (an “Additional Disclosure Notification”) together with, the form and substance of any Additional Form 10-D Disclosure, if 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 Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the 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, but no later than the 12th calendar day after the related Distribution Date, the Securities Administrator shall forward electronically a copy of the Form 10-D to the Depositor (provided that such Form 10-D includes any Additional Form 10-D Disclosure) for review. By the 13th calendar day after the related Distribution Date, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D. In the absence of any receipt of any written changes or approval from the Depositor by the 13th calendar day after the related Distribution Date, the Securities Administrator shall be entitled to assume that such Form 10-D is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-D. A duly authorized officer of the Master Servicer shall sign the Form 10-D. If a Form 10-K, in substance as required by applicable law D cannot be filed on time or applicable interpretations thereof of the staff of the Commission. Such if a previously filed Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case D needs to the extent they have been timely delivered to the Paying Agent. If they are not so timely deliveredbe amended, the Paying Agent shall file an amended Securities Administrator will follow the procedures set forth in Section 11.04. 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-K including such documents as exhibits reasonably promptly after they are delivered D filed by the Securities Administrator. Each party to this Agreement acknowledges that the performance by the Securities Administrator and the Master Servicer of its duties under this Section 11.01 related to the Paying Agent. Each timely preparation, execution and filing of Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described D is contingent upon such parties strictly observing all applicable deadlines in paragraph (b) the performance of their duties under this Section 8.2611.01. Neither the Paying Agent Master Servicer nor the Master Servicer Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, timely execute or and/or timely file such periodic reports resulting Form 10-D, where such failure results from the Master Servicer's or the Paying Agent's Securities Administrator’s inability or failure to obtain or 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. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXXEDGAR-compatible form or as otherwise agreed upon by the Paying Agent and the axx xxe Depositor, at the Depositor's expense, and any necessary conversion to XXXXXEDGAR-compatible format will be at the Depositor's expense. Prior to March 30th Maxxx 00th of each year year, commencing in 2006 (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any XxxxxxxxSarbanes-Xxxxx Oxley Certification required to be included therewith, as described in paragraph descxxxxx xx xxxxxraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first -205- year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special ServicerServicer (other than GMACCM for as long as GMACCM is a Special Servicer hereunder), the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the TrustTrust Fund's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 31st of each year, other than a leap year, or March 30th of each leap year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicer and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special ServicerServicers, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's 268 expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicers and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special Servicer, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the TrustTrust Fund's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 31st of each year, other than a leap year, or March 30th of each leap year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicer and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special ServicerServicers, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.23, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special ServicerServicers, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXEdgar-compatible form or as otherwise agreed upon by the Paying Agent Certificxxx Xdministrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXXEDGAR-compatible format will be at the Depositor's expense. Prior to March xx Xarch 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any XxxxxxxxSarbanes-Xxxxx Oxley Certification required to be included therewith, as described in ax xxxxxxxxx xx paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special Servicer, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXX-Xxxxx- -252- compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicer and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXXEDGAR-compatible form or as otherwise agreed upon by the Paying Agent and Agexx xxd the Depositor, at the Depositor's expense, and any necessary conversion to XXXXXEDGAR-compatible format will be at the Depositor's expense. Prior to March tx Xxxch 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any XxxxxxxxSarbanes-Xxxxx Oxley Certification required to be included therewith, as described in paragraph xxxxxxxxx xx xaragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special Servicer, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Trustee shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Trustee shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Trustee in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent Trustee and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Trustee shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying AgentTrustee. If they are not so timely delivered, the Paying Agent Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentTrustee. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent Trustee nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying AgentTrustee's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Trustee is able to do so under applicable law, the Paying Agent Trustee shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely -209- delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.

Exchange Act Reporting. (a) The Master ServicerServicers, the Special ServicerServicers, the Paying AgentCertificate Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent Certificate Administrator shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent Certificate Administrator shall file each Form 8-K with a copy of the related Monthly Certificateholders Certificate Administrator Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent Certificate Administrator in XXXXXXxxxx-compatible form or as otherwise agreed upon by the Paying Agent Certificate Administrator and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent Certificate Administrator shall prepare and file an Annual Report on behalf of the Trust Form 10-K (a "Form 10-K"), in substance as required by applicable law or and applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 Section 3.13 and each accountant's report described under Sections 8.13 and 9.19Section 3.14, in each case to the extent they have been timely delivered to the Paying AgentCertificate Administrator. If they are not so timely delivered, the Paying Agent Certificate Administrator shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying AgentCertificate Administrator. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26Section. Neither the Paying Agent nor the Master Servicer The Certificate Administrator shall have any no liability with respect to any failure to properly prepare, execute prepare or file such periodic reports resulting from the Master Servicer's or the Paying AgentCertificate Administrator's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent Certificate Administrator is able to do so under applicable law, the Paying Agent Certificate Administrator shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange ActAct and shall provide the Special Servicers and the Master Servicers with written notice of such filing.

Exchange Act Reporting. (a) The Master Servicer, the Special Servicer, the Paying Agent, Agent and the Trustee and the Fiscal Agent shall reasonably cooperate with the Depositor in connection with the Trust's satisfaction of its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Within 15 days after each Distribution Date, the Paying Agent shall prepare, execute and file on behalf of the Trust any Forms 8-K customary for similar securities as required by the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder; provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. The Paying Agent shall file each Form 8-K with a copy of the related Monthly Certificateholders Report attached thereto. If the Depositor directs that any other attachments are to be filed with any Form 8-K, such attachments shall be delivered to the Paying Agent in XXXXX-compatible form or as otherwise agreed upon by the Paying Agent and the Depositor, at the Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. Prior to March 30th of each year year, commencing in 2006 (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Paying Agent shall prepare and file on behalf of the Trust a Form 10-K, in substance as required by applicable law or applicable interpretations thereof of the staff of the Commission. Such Form 10-K shall include as exhibits each annual statement of compliance described under Sections 8.12 and 9.18 and each accountant's report described under Sections 8.13 and 9.19, in each case to the extent they have been timely delivered to the Paying Agent. If they are not so timely delivered, the Paying Agent shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Paying Agent. Each Form 10-K shall also include any Xxxxxxxx-Xxxxx Certification required to be included therewith, as described in paragraph (b) of this Section 8.26. Neither the Paying Agent nor the Master Servicer shall have any liability with respect to any failure to properly prepare, execute or file such periodic reports resulting from the Master Servicer's or the Paying Agent's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Prior to January 30 of the first year in which the Paying Agent is able to do so under applicable law, the Paying Agent shall file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.this