Common use of Form 10-K Reporting Clause in Contracts

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” At the date of the filing of each report on Form 10-K with respect to the Trust Fund, the Depositor shall be deemed to represent to the Securities Administrator that, as of such date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than March 15th if the answer to the questions should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph paragraph, and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form, and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a “Reporting Servicer”) as described under Section 9.11, (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 13.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0813.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)13.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 13.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 13.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 13.04, Section 9.11 Section 13.05 and Section 13.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’s or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008[date] and continuing until the Trust Fund has been deregistered with the Commission, the Trust Administrator Trustee shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. No later than [date] of each such year, the Depositor will provide the Trustee a draft of the first page of a Form 10-K that includes the information regarding the Depositor and the Trust Fund as approved by the Depositor for inclusion in the Form 10-K to be prepared by the Trustee. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator Trustee within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreementherein, (iA) an annual compliance statement for the Item 1123 Certification for each Servicer[Depositor] [Trustee], each Additional Servicer, the Master Servicer and Trust Administrator as described under provided in Section 13.06[ ], (ii)(AB)(x) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”)Compliance, as described under Section 13.0713.06 hereof, and (By) if any Reporting Servicerthe [Depositor] [Trustee]’s Assessment of Compliance identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any Reporting Servicerthe [Depositor] [Trustee]’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report Assessment of Compliance is not included and an explanation why such report Assessment of Compliance is not included, (iii)(AC)(x) the Accountant’s Accounting Firm Attestation for each Reporting Servicerthe [Depositor] [Trustee], as described under Section 13.0813.06 hereof, and (By) if any Accountant’s Accounting Firm Attestation identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any such Accountant’s Accounting Firm Attestation is not included as an exhibit to such Form 10-K, disclosure that such report Accounting Firm Attestation is not included and an explanation why such report Accounting Firm Attestation is not included, and (ivD) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)13.05 hereof. Any disclosure or information in addition to (iA) through (ivD) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the second following paragraph and the Trust Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W Schedule B hereto, no later than March 15 [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008[ ] and continuing until the Trust Fund has been deregistered with the Commission, (i) the parties set forth on Exhibit W Trustee shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such partyDepositor, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) Notification. The Trustee shall notify the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. (c) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Depositor for review no later than 12:00 p.m., New York time on [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in [year] and continuing until the Trust Fund has been deregistered with the Commission. No later than [date], the Depositor shall notify the Trustee in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K and of any Additional Form 10-K Disclosure to be filed on the Form 10-K. In the absence of receipt of any written changes or approval, the Trustee shall be entitled to assume that such Form 10-K is in final form and the Trustee may proceed with the execution and filing of the Form 10-K. A senior officer of the Trustee in charge of the servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee will follow the procedures set forth in Section 13.03(d) hereof. Promptly (but no later than one Business Day) after filing with the Commission, the Trustee will make available [on its internet website] a final executed copy of each Form 10-K prepared and filed by the Trustee. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Administrator Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day after the end (i) As set forth on Exhibit A attached hereto, no later than March 10 of each fiscal year of the Trust or such earlier date as may be required by that Transferor is subject to the Exchange Act (reporting requirements, Indenture Trustee shall be required to provide Servicer and Transferor, to the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st extent a Responsible Officer of each year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-KIndenture Trustee has knowledge, in XXXXX-compatible format, or in such other format otherwise agreed to by Transferor and Indenture Trustee, an Additional Disclosure Notification in the form of Exhibit B attached hereto, together with the form and substance as required by the Exchange Act. Each such of any additional Form 10-K shall include the following itemsdisclosure, in each case if any, applicable to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator Indenture Trustee as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included specified on Form 10-K Exhibit A hereto (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph). As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor Transferor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Indenture Trustee’s Additional Form 10-K Disclosure on any Form 10-K. The Depositor K required by the Exchange Act. (ii) For the purpose of compliance with Item 1122 of Regulation AB and as part of its Additional Form 00-X Xxxxxxxxxx, Xxxxxxxxx Trustee shall: (A) Deliver to Transferor and Servicer a report regarding Indenture Trustee’s assessment of its compliance with the Servicing Criteria during the immediately preceding fiscal year, as required under Rules 13a-18(b) and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to Transferor and Servicer and signed by a Responsible Officer of Indenture Trustee and shall address each of the Servicing Criteria applicable to it as specified on Exhibit C attached hereto or such criteria as mutually agreed upon by Transferor and Indenture Trustee; (B) Deliver to Transferor and Servicer a report of a nationally recognized registered public accounting firm that satisfies the requirements of Rule 2-01 of Regulation S-X under the Securities Act and the Exchange Act (who may also render services to Servicer or RPA Seller), that pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB attests to, and reports on, the assessment of compliance of Indenture Trustee and delivered pursuant to the preceding paragraph; such attestation shall be in accordance with Rule 1-02(a)(3) and Section 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (C) Deliver to Transferor and Servicer and any other Person that will be responsible for any reasonable fees signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and expenses assessed or incurred by 15d-14(d) under the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K Exchange Act (pursuant to this paragraphSection 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of the Issuer, Servicer or Transferor with respect to a publicly-offered Securitization Transaction, certifications substantially in the form (with appropriate insertions) attached as Exhibit D to the Indenture. Indenture Trustee acknowledges that the parties identified in subsection 13.03(b)(ii)(C) above may rely on the certifications provided by Indenture Trustee pursuant to subsection 13.03(b)(ii)(C) in signing a Sarbanes Certification and filing such with the Commission.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008of the calendar year following the calendar year in which the Closing Date of the related Series occurs, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer Servicer, Trust Administrator, the Modification Oversight Agent and Trust Administrator any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”) as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), Servicer as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (13.09; provided, however, that the Trust Administrator, at its discretion discretion, may omit from the Form 10-K any annual compliance statementItem 1123 Certification, assessment Assessment of compliance Compliance or attestation report Accountants Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto Y to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W Y hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008the calendar year following the calendar year in which the Closing Date of the related Series occurs, (i) the parties set forth on Exhibit W Y shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along withofficer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each the Servicer, each Servicing Function ParticipantAdditional Servicer, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)14.09. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust Issuer or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Issuer ends on December 31st of each year), commencing in March 20082009, the Trust Administrator Master Servicer shall prepare and file on behalf of the Trust Issuer a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator Master Servicer within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Receivables Servicer, each Additional ServicerServicing Function Participant, and the Master Servicer and Trust Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.063.9(a), (ii)(A) the Assessment of Compliance with servicing criteria for each the Receivables Servicer, the Master Servicer, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.073.9(c) and Section 9.11 of this Agreement, together with Section 3.10 of the Receivables Servicing Agreement, and (B) if any Reporting of the Receivables Servicer’s, the Master Servicer’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Receivables Servicer’s, the Master Servicer’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for the Receivables Servicer, the Master Servicer, the Custodian and each Reporting ServicerServicing Function Participant, as described under Sections 3.10 and 9.11 of this Agreement and Section 13.083.11 of the Receivables Servicing Agreement, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 Appendix B (provided, however, that the Trust AdministratorMaster Servicer, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to direction of the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W heretoAfter preparing the Form 10-K, but no later than March 15 23th of each year that year, the Trust is subject Master Servicer shall forward electronically a draft copy of the Form 10-K to the Exchange Act reporting requirements, commencing in 2008, Depositor (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXprovided that such Form 10-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as shall notify the Master Servicer in writing (which may be furnished electronically) of any changes to form and substance, or disapprove, as approval of such Form 10-K. In the case may beabsence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the inclusion of the Additional Master Servicer shall be entitled to assume that such Form 10-K Disclosure on is in final form and the Master Servicer may proceed with the execution and filing of the Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by A senior officer of the Trust Administrator in connection with including any Additional Master Servicer shall sign the Form 10-K. If a Form 10-K Disclosure cannot be filed on time or if a previously filed Form 10-K pursuant needs to be amended, the Master Servicer will follow the procedures set forth in Section 3.17. Promptly (but no later than 1 Business Day) after filing with the Commission, the Master Servicer will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Master Servicer. The parties to this paragraphAgreement acknowledge that the performance by the Master Servicer and the Master Servicer of its duties under this Section 3.15 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Article and the relevant sections of the Receivables Servicing Agreement. The Master Servicer shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0612.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0812.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 12.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W K hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W K shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V M hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.04. 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XII. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to either question should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, Servicing Function Participant and the Master Servicer and Trust Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph paragraph, and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form, and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust Fund ends on December 31st of each year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification Certificate for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator and any Servicing Function Participant engaged by the Trust Administrator (each, a “Reporting Servicer”) as described under Section 13.069.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), Servicer as described under Section 13.079.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.089.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 9.09 and (provided, however, that v) all of the Trust Administrator, at its discretion may omit from information contained on the annual report on Form 10-K any annual compliance statementfor the Underlying Trust for such year, assessment of compliance or attestation report provided that is not required to be filed with such a Form 10-K pursuant to Regulation AB)was filed for such year. Any disclosure or information in addition to (i) through (ivv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto H to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W H hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W H shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along withofficer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, the Trust Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review. Within three (3) business days of receipt, but in no event later than March 25, the Depositor shall notify the Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of receipt of any written changes or approval the Trust Administrator shall be entitled to assume that such Form 10-K is in final form. No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trust Administrator will follow the procedures set forth in Section 9.05. Promptly (but no later than one Business Day) after filing with the Commission, the Trust Administrator will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Trust Administrator. The parties to this Agreement acknowledge that the performance by the Trust Administrator of its duties under this Section 9.03 related to the timely preparation and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under Article IX. The Trust Administrator shall not have any 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-K, where such failure results from the Trust 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day (a) Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each the Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for the Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Reporting ServicerServicing Function Participant, as described under Section 13.0812.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 12.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. . (b) As set forth on Exhibit W K hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W K shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerofficer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V L hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, but no later than March 23rd of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.04. 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XII. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. (d) Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Startup Day, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008[date] and continuing until the Trust Fund has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. No later than [date] of each such year, the Depositor will provide the Securities Administrator a draft of the first page of a Form 10-K that includes the information regarding the Depositor and the Trust Fund as approved by the Depositor for inclusion in the Form 10-K to be prepared by the Securities Administrator. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreementherein, (iA) an annual compliance statement for the Item 1123 Certification for each ServicerSecurities Administrator, each Additional Servicer, the Master Servicer and Trust Administrator as described under provided in Section 13.06[9.05], (ii)(AB)(x) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”)Compliance, as described under Section 13.0715.06 hereof, and (By) if any Reporting Servicerthe Securities Administrator’s Assessment of Compliance identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any Reporting Servicerthe Securities Administrator’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report Assessment of Compliance is not included and an explanation why such report Assessment of Compliance is not included, (iii)(AC)(x) the Accountant’s Accounting Firm Attestation for each Reporting Servicerthe Securities Administrator, as described under Section 13.0815.06 hereof, and (By) if any Accountant’s Accounting Firm Attestation identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any such Accountant’s Accounting Firm Attestation is not included as an exhibit to such Form 10-K, disclosure that such report Accounting Firm Attestation is not included and an explanation why such report Accounting Firm Attestation is not included, and (ivD) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)15.05 hereof. Any disclosure or information in addition to (iA) through (ivD) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the second following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W Schedule C hereto, no later than March 15 [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008[ ] and continuing until the Trust Fund has been deregistered with the Commission, (i) the parties set forth on Exhibit W described in Schedule C shall be required to provide to the Trust Securities Administrator (at xxx.xxx.xxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to (443) 367–3307) and the Depositor, Depositor to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along withofficer thereof, in XXXXX-compatible form, or in IDEA-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such partythe Depositor, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) Notification. The Securities Administrator shall notify the Depositor will of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. The Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator shall compile all such information provided to it in a Form 10-K prepared by it. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule C of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review no later than 12:00 p.m., New York time on [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in [year] and continuing until the Trust Fund has been deregistered with the Commission. No later than [date], the Depositor shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K and of any Additional Form 10-K Disclosure to be filed on the Form 10-K. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Securities Administrator in charge of the servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Depositor. No later than the close of business on the fourth Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K, together with a signed copy of the certification (the “Xxxxxxxx-Xxxxx Certification”) and required to be included with each Form 10-K pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (with an original executed hard copy of each to follow) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 15.03(e) hereof. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to either question should be “no.” The Trustee shall be entitled to rely on such representations in preparing, executing and/or filing any such report. 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 15.04(c) related to the timely preparation, arrangement for execution and filing of Form 10-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties hereunder. The Securities Administrator shall not have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-K, 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-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph paragraph, and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form, and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act 143 reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 2008200_ and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, 125 (iii)(AA) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disclxxxxx xx xxxxxmation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. . (b) As set forth on Exhibit W N-2 hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008200_ and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Administrator and the DepositorSecurities Administrator, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along withknown, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by the Trust xx xhe Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to it, together with an (ii) the Securities Administrator shall forward to the Depositor, the form and substance of the Additional Disclosure Notification Form 10-K Disclosure, and (iiiii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and to the Depositor for review. No later than the Business Day prior to the date specified in the next sentence, the Depositor and the Master Servicer shall notify the Securities Administrator of any changes to or approval of such Form 10-K. No later than the close of business on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together 171 with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Trust Oversight Manager’s the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Trust Oversight Manager’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Trust Oversight Manager, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, the Custodian and Trust the Securities Administrator (each such party and the Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Reporting Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as 137 described under Section 13.0713.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 13.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0813.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)13.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will 138 follow the procedures set forth in Section 13.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 13.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 13.04, Section 9.11 Section 13.05 and Section 13.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each the Servicer, each Servicing Function ParticipantAdditional Servicer, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 14.09 (provided, however, that the Trust Administrator, Administrator at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification Certificate for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0714.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 14.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0714.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 14.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if 182 any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disxxxxxxx xx xxxormation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any 183 liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator Indenture Trustee shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator Indenture Trustee within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust Administrator the Indenture Trustee as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Indenture Trustee, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Indenture Trustee’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Indenture Trustee’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to Exhibit [ ]o such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Indenture Trustee, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to Exhibit [ ]o such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust AdministratorIndenture Trustee, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Administrator Indenture Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W [ ] hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W [ ] shall be required to provide to the Trust Administrator Indenture Trustee and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V [ ] hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator Indenture Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator Indenture Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Indenture Trustee shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Indenture Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Indenture Trustee shall be entitled to assume that such Form 10-K is in final form and the Indenture Trustee may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Indenture Trustee will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Indenture Trustee will make available on its internet website a final executed copy of each Form 10-K prepared and filed by the Indenture Trustee. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Indenture Trustee of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Indenture Trustee shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Indenture Trustee’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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(Aiii) (A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As 141 (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure Notification with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of the Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodians’ or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodians’ or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year that the trust is subject to the Exchange Act reporting requirements, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information discxxxxxx xx xxxxrmation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upox xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust Fund or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008[date] and continuing until the Trust Fund has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance as required by the Exchange Act. No later than [date] of each such year, the Depositor will provide the Securities Administrator a draft of the first page of a Form 10-K that includes the information regarding the Depositor and the Trust Fund as approved by the Depositor for inclusion in the Form 10-K to be prepared by the Securities Administrator. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreementherein, (iA) an annual compliance statement for the Item 1123 Certification for each Servicer[Depositor] [Securities Administrator], each Additional Servicer, the Master Servicer and Trust Administrator as described under provided in Section 13.06[9.05], (ii)(AB)(x) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”)Compliance, as described under Section 13.0715.06 hereof, and (By) if any Reporting Servicer’s the [Depositor’s] [Securities Administrator’s] Assessment of Compliance identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s the [Depositor’s] [Securities Administrator’s] Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report Assessment of Compliance is not included and an explanation why such report Assessment of Compliance is not included, (iii)(AC)(x) the Accountant’s Accounting Firm Attestation for each Reporting Servicerthe [Depositor] [Securities Administrator], as described under Section 13.0815.06 hereof, and (By) if any Accountant’s Accounting Firm Attestation identifies any material instance of noncompliance, contains disclosure identifying such instance of noncompliance, or if any such Accountant’s Accounting Firm Attestation is not included as an exhibit to such Form 10-K, disclosure that such report Accounting Firm Attestation is not included and an explanation why such report Accounting Firm Attestation is not included, and (ivD) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)15.05 hereof. Any disclosure or information in addition to (iA) through (ivD) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the second following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W Schedule C hereto, no later than March 15 [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008[ ] and continuing until the Trust Fund has been deregistered with the Commission, (i) the parties set forth on Exhibit W Securities Administrator shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such partySecurities Administrator, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) Notification. The Securities Administrator shall notify the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor for review no later than 12:00 p.m., New York time on [date] of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in [year] and continuing until the Trust Fund has been deregistered with the Commission. No later than [date], the Depositor shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K and of any Additional Form 10-K Disclosure to be filed on the Form 10-K. In the absence of receipt of any written changes or approval, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Securities Administrator in charge of the servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 15.03(e) hereof. Promptly (but no later than one 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 prepared and filed by the Securities Administrator. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, Custodian and the Master Servicer, Trust Securities Administrator (each such party and any Servicing Function Participant engaged by such parties (eacheach Custodian, a “Reporting Servicer”)) as described under Section 9.11, (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’s or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function ParticipantParticiapant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0714.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 14.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, the Custodian and Trust the Securities Administrator (each such party and the Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm 136 attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information discxxxxxx xx xxxxrmation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upox xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or xxxxxxxxxx xx information in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(Aiii) (A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As 141 (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure Notification with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting 135 Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information discxxxxxx xx xxxxrmation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upox xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification Certificate for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0714.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 14.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disxxxxxxx xx xxxormation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in 152 connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm 140 attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any 141 Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function ParticipantAdditional Servicer, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)14.09. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph paragraph, and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 1 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V Q hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form, and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust Issuer or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”") (it being understood that the fiscal year for the Trust Issuer ends on December 31st of each year), commencing in March 2008, the Trust Administrator Master Servicer shall prepare and file on behalf of the Trust Issuer a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator Master Servicer within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Receivables Servicer, each Additional ServicerServicing Function Participant, and the Master Servicer and Trust Administrator (together with the Custodian, each, a "Reporting Servicer") as described under Section 13.063.9(a), (ii)(A) the Assessment of Compliance with servicing criteria for each the Receivables Servicer, the Master Servicer, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.073.9(c) and Section 9.11 of this Agreement, together with Section 3.10 of the Receivables Servicing Agreement and Section 11 of the Administration Agreement, and (B) if any Reporting of the Receivables Servicer’s 's, the Master Servicer's, the Custodian's or any Servicing Function Participant's Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Receivables Servicer’s 's, the Master Servicer's, the Custodian's or any Servicing Function Participant's Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s 's Attestation for the Receivables Servicer, the Master Servicer, the Custodian and each Reporting ServicerServicing Function Participant, as described under Sections 3.10 and 9.11 of this Agreement and Section 13.083.11 of the Receivables Servicing Agreement, and (B) if any Accountant’s 's Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s 's Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 desxxxxxx xx Xxxxndix B (provided, however, that the Trust AdministratorMaster Servicer, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant's Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to direction of the Depositor and the Trust Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Administrator Master Servicer will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm 165 attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disxxxxxxx xx xxxormation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any 166 Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange 1934 Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange 1934 Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Certificate Administrator within the applicable time frames set forth in this Agreement, Agreement and the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Certificate Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), ) as described under Section 13.0712.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Reporting Servicer as described under Section 12.07, and (B) if any Reporting Servicer’s 's Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s 's Attestation for each Reporting Servicer, as described under Section 13.0812.08, and (B) if any Accountant’s 's Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s 's Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as described in Section 13.09 12.09 (provided, however, that the Trust Certificate Administrator, at its discretion discretion, may omit from the Form 10-K any annual compliance statementItem 1123 Certification, assessment Assessment of compliance or attestation report Compliance of Accountants Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit W hereto V to the Depositor and the Trust Certificate Administrator and directed and approved by the Depositor pursuant to the following paragraph and the Trust Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W V hereto, no later than March 15 of each year that the Trust is subject to the Exchange 1934 Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W V shall be required to provide to the Trust Certificate Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along withofficer thereof, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Certificate Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disxxxxxxx xx xxxormation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of 165 the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, a Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, each Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph paragraph, and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the Depositor, as registrant, to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor hereby represents to the Securities Administrator that, as of the Closing Date, the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing no later than March 15th if the answer to the questions should be "no." The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each the Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.0614.06, (ii)(A) the Assessment of Compliance with servicing criteria for each the Servicer, each Servicing Function ParticipantAdditional Servicer, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, as described under Section 13.0814.08, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)14.09. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, the Custodian and Trust the Securities Administrator (each such party and the Custodian, a "Reporting Servicer") as described under Section 9.11, (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 13.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(Aiii) (A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0813.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 13.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such 138 Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)13.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 13.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 13.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 13.04, Section 9.11 Section 13.05 and Section 13.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to 139 properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”") (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional Servicer, the Master Servicer and Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a "Reporting Servicer") as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.07, and (B) if any Reporting Servicer’s 's Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s 's Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s 's Attestation for each Reporting Servicer, as described under Section 13.08, and (B) if any Accountant’s 's Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s 's Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)13.09. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W V hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W V shall be required to provide to the Trust Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V W hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K, except in the event the Master Servicer, in good faith, is unable to come to an agreement with National City with respect to the provisions of the National City Purchase and Servicing Agreement that the Master Servicer reasonably believes would enable the Master Servicer to comply with the requirements of Regulation AB with respect to it's duties and obligations under this Agreement, in which case the Depositor shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0612.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0812.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 12.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W K hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W K shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V M hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Depositor shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.04. 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XII. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct. Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor hereby represents to the Securities Administrator that the Depositor has filed all such required reports during the preceding 12 months and that it has been subject to such filing requirement for the past 90 days. The Depositor shall notify the Securities Administrator in writing, no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to either question should be “no.” The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each the Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each the Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of the Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for the Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Reporting ServicerServicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm 175 attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information dixxxxxxxx xx xxformation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any 176 Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082008 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer and Trust Administrator as described under Section 13.06, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, each Servicing Function Participant, Custodian and the Master Servicer, Trust Securities Administrator (each such party and any Servicing Function Participant engaged by such parties (eacheach Custodian, a “Reporting Servicer”)) as described under Section 9.11, (ii)(A) the annual reports on assessment of compliance with servicing criteria for each Reporting Servicer, as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSxxxxxxx-Xxxxx Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As . (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082008 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an Additional Disclosure Notification Notification. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer’s or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 2008[ ], the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator (together with the Custodian, each, a “Reporting Servicer”) as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicer’s, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23th of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to (a) Within 90 days (including the 90th day day) after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “"10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year"), commencing in March 20082007 and continuing until the Trust has been deregistered with the Commission, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Servicing Agreement, (i) the Item 1123 Certification an annual compliance statement for each Servicer, each Additional Servicer, the Master Servicer Servicer, each Custodian and Trust the Securities Administrator (each such party and each Custodian, a "Reporting Servicer") as described under Section 13.069.11, (ii)(A) the Assessment annual reports on assessment of Compliance compliance with servicing criteria for each Servicer, each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0712.06, and (B) if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s Assessment 's report on assessment of Compliance compliance with servicing criteria described under Section 12.06 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(Aiii) (A) the Accountant’s Attestation registered public accounting firm attestation report for each Reporting Servicer, as described under Section 13.0812.06, and (B) if any Accountant’s Attestation registered public accounting firm attestation report described under Section 12.06 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a XxxxxxxxSarbanes-Xxxxx Oxley Certification as described in Section 13.09 (provided, however, that the Trust Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, assessment of compliance or attestation report that is not required to be filed with such Form 10-K pursuant to Regulation AB)12.05. Any disclosure or information disxxxxxxx xx xxxormation in addition to (i) through (iv) above that is required to be included on Form 10-K (“"Additional Form 10-K Disclosure”") shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As 141 (b) In accordance with the respective reporting obligations set forth on Exhibit W N-2 hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007 and continuing until the Trust has been deregistered with the Commission, (i) the parties set forth on Exhibit W Master Servicer and any other Reporting Party shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officer, a notice in the form of Exhibit V hereto, along with, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, together with an notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Additional Form 10-K Disclosure Notification with respect to itself or any of its Affiliates and any other Additional Form 10-K Disclosure received by it. Within one (ii1) Business Day of such notification, the Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (c) After preparing the Form 10-K, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Master Servicer and, upon request, to the Depositor for review. No later than the earlier of: (x) three (3) Business Days following the receipt by the Depositor and (y) March 25th, the Depositor and the Master Servicer shall notify the Securities Administrator in writing (which may be provided electronically) of any changes to or approve the filing of such Form 10-K. In the absence of receipt of any written changes or approval, or if the Depositor does not request a copy of a Form 10-K, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer in charge of the master servicing function shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 12.01(c). 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 12.04 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under this Section 12.04, Section 9.11 Section 12.05 and Section 12.06. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the Master Servicer's or the 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-K, not resulting from their own respective negligence, bad faith or willful misconduct.

Form 10-K Reporting. On or prior to the 90th day Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing in March 20082007, the Trust Securities Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trust Securities Administrator within the applicable time frames set forth in this Agreement, the related Custodial Agreements Agreement and the related Designated Purchase and Servicing Agreement or Servicing Agreement, as applicable, (i) the Item 1123 Certification for each Servicer, each Additional ServicerServicing Function Participant, the Master Servicer and Trust the Securities Administrator as described under Section 13.0611.05, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, the Master Servicer, Trust Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 13.0711.06, and (B) if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting of a Servicers’, the Master Servicer’s, the Securities Administrator’s, the Custodian’s or any Servicing Function Participant’s Assessment of Compliance is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, (iii)(A) the Accountant’s Attestation for each Reporting Servicer, the Master Servicer, the Securities Administrator, the Custodian and each Servicing Function Participant, as described under Section 13.0811.07, and (B) if any Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such Accountant’s Attestation is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such report is not included, and (iv) a Xxxxxxxx-Xxxxx Certification as described in Section 13.09 11.08 (provided, however, that the Trust Securities Administrator, at in its discretion reasonable discretion, may omit from the Form 10-K K, any annual compliance statement, assessment Assessment of compliance Compliance or attestation report Accountant’s Attestation that is not required to be filed with such Form 10-K pursuant to Regulation AB). Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be reported determined and prepared by and at the parties set forth on Exhibit W hereto to the Depositor and the Trust Administrator and directed and approved by direction of the Depositor pursuant to the following paragraph and the Trust Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, except as set forth in the next paragraph. As set forth on Exhibit W N hereto, no later than March 15 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 20082007, (i) the parties set forth on Exhibit W N shall be required to provide to the Trust Securities Administrator and the Depositor, to the extent known by a responsible officerResponsible Officer of such party has knowledge, a notice an Additional Disclosure Notification in the form of Exhibit V R hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Trust Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicableapplicable to such party, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trust Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. After preparing the Form 10-K, but no later than March 23rd of each year, the Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Depositor (provided that such Form 10-K includes any Additional Form 10-K Disclosure) for review. Within four Business Days before the 10-K Filing Deadline, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-K. In the absence of any receipt of any written changes or approval from the Depositor by the close of business on the 4th Business Day prior to the 10-K Filing Deadline, the Securities Administrator shall be entitled to assume that such Form 10-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 10-K. A senior officer of the Master Servicer shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the 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 prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.02 related to the timely preparation, execution and filing of Form 10-K is contingent upon such parties (and any Servicing Function Participant) strictly observing all applicable deadlines in the performance of their duties under Article XI. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 10-K, where such failure results from the 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-K, not resulting from its own negligence, bad faith or willful misconduct.