Common use of Reports Filed on Form 10-K Clause in Contracts

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to the 90th calendar 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 Fund ends on December 31st of each year), commencing in March 2008, the 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (D) a Xxxxxxxx-Xxxxx Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the 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. (ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-15N transaction, as identified in Exhibit Q-2, shall provide to the Trustee, to the extent known by a Responsible Officer thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 Trustee. 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 subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on On or prior to the 90th calendar day after the end of each fiscal year of the Trust Fund in which a Form 10-K is required to be filed 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 20082007, the Trustee 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee Securities Administrator within the applicable time frames set forth in this Agreement and in Agreement, the related Servicing Agreement and the Custodial Agreement, (Ai) an annual compliance statement for the each Servicer, each Additional the Master Servicer and the Master Securities Administrator and any Servicing Function Participant engaged by such parties (each, with each Custodian, a “Reporting Servicer, ”) as described under Section 9.26 hereof 3.17 and in the Servicing Agreementsuch other agreement, (B)(Iii)(A) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement3.16(a), and (IIB) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a3.16(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a3.16(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(Iiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement 3.16(b), and (IIB) if any registered public accounting firm attestation report described under Section 9.25(b3.16(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (Div) a XxxxxxxxSxxxxxxx-Xxxxx CertificationCertification as described in Section 3.18 (provided, however, that the Securities 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 (Ai) through (Div) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined reported by the parties set forth on Exhibit O to the Depositor and prepared Securities Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Trustee 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. (ii) As set forth on Exhibit Q-2 S hereto, no later than March 15 10 (with a 5 calendar day cure period) of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 20082007, (Ai) certain the parties to the Xxxxxx XS HarborView Mortgage Loan Trust Mortgage Pass2006-Through Certificates, Series 2007-15N transaction, as identified in Exhibit Q-2, 2 transaction shall be required to provide to the TrusteeSecurities Administrator and the Depositor, to the extent known by a Responsible Officer responsible officer thereof, in XXXXXEXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX EXXXX format), or in such other form as otherwise agreed upon by the Trustee Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include together with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (Cii) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor Seller will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee Securities Administrator in connection with including any Additional Form 10-K Disclosure on in Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review Depositor. Within three Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Securities Administrator in writing of any changes to or approval of such 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 approval. If the Master Servicer is Securities Administrator may proceed with the Exchange Act Signing Party execution and filing of the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a K. A senior officer of the Exchange Act Signing Party Master Servicer in charge of the master servicing function shall sign the each 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 Trustee. K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee Securities Administrator will follow the procedures set forth in subsection (fd) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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 misconduct3. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to the 90th calendar 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 Fund ends on December 31st of each year), commencing in March 2008, the 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an XxxxxExxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (D) a XxxxxxxxSxxxxxxx-Xxxxx Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the 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. (ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Xxxxxx XS GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2007-15N AR2 transaction, as identified in Exhibit Q-2, shall provide to the Trustee, to the extent known by a Responsible Officer thereof, in XXXXXEXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX EXXXX format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 Trustee. 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 subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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. (iv) Each Form 10-K shall include the XxxxxxxxSxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the XxxxxxxxSxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to the 90th calendar day March 31 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 20082007, the 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (D) a XxxxxxxxSxxxxxxx-Xxxxx Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the 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. (ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 20082007, (A) certain parties to the Xxxxxx Lxxxxx XS Trust Mortgage Pass-Through Certificates, Series 20072006-15N transaction, as identified in Exhibit Q-2, 12N transaction shall be required to provide to the Trustee, to the extent known by a Responsible Officer responsible officer thereof, in XXXXXEXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX EXXXX format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 Trustee. 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 subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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. (iv) Each Form 10-K shall include the XxxxxxxxSxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable)Trustee, the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable)Trustee, the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the XxxxxxxxSxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Trustee and the Paying Agent (if other than the Trustee)Agent, such other form as agreed to between the Trustee, the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on On or prior to the 90th calendar day after the end of each fiscal year of the Trust Fund Issuer in which a Form 10-K is required to be filed 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 Issuer ends on December 31st of each year), commencing in March 20082009, the Trustee Securities Administrator shall prepare and file on behalf of the Trust Fund Issuer a Form 10-K, in form and substance as required by the Exchange Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee Securities Administrator within the applicable time frames set forth in this Agreement and in the Purchase and Servicing Agreement and the Custodial Agreement, (Ai) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”) as described under the Purchase and Servicing Agreement and Section 9.26 hereof 3.17 and for the Custodian as described in the Servicing Xxxxx Fargo Custodial Agreement, (B)(Iii)(A) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a3.16(a) hereof and for the Custodian as described in the Servicing Agreement and Xxxxx Fargo Custodial Agreement, and (IIB) if any each Reporting Servicer’s or the Custodian’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Purchase and Servicing Agreement or Xxxxx Fargo Custodial Agreement or under and Section 3.16(a) identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s or the Custodian’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement thereunder 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, (C)(Iiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described in the Purchase and Servicing Agreement or for the Custodian as described in the Xxxxx Fargo Custodial Agreement or under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement 3.16(b), and (IIB) if any registered public accounting firm attestation report described in the Purchase and Servicing Agreement, the Xxxxx Fargo Custodial Agreement or under Section 9.25(b3.16(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (Div) a Xxxxxxxx-Xxxxx CertificationCertification as described in Section 3.18 (provided, however, that the Securities 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 (Ai) through (Div) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Trustee 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 paragraphtwo paragraphs. (ii) As set forth on Exhibit Q-2 H hereto, the Purchase and Servicing Agreement and the Xxxxx Fargo Custodial Agreement, as applicable, no later than March 15 of each year that the Trust Fund Issuer is subject to the Exchange Act reporting requirements, commencing in 20082009, (Ai) certain the parties hereto and thereto shall be required to the Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-15N transaction, as identified in Exhibit Q-2, shall provide to the TrusteeSecurities Administrator and the Depositor, to the extent known by a Responsible Officer responsible officer thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format)form, or in such other form as otherwise agreed upon by the Trustee Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include together with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (Cii) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee Securities Administrator in connection with including any Additional Form 10-K Disclosure on in Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee Securities Administrator shall forward upon request electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review Depositor. Within three Business Days after receipt of such copy, but no later than March 25th, 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 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 approval. If the Master Servicer is Securities Administrator may proceed with the Exchange Act Signing Party execution and filing of the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a K. A senior officer of the Exchange Act Signing Party 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 Trustee. K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee Securities Administrator will follow the procedures set forth in subsection (fd)(ii) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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 misconduct3. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on On or prior to the 90th calendar 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 Fund ends on December 31st of each year), commencing in March 2008, the Trustee Securities Administrator shall prepare and file on behalf of the Trust Fund a any Form 10-KK required by the Exchange Act, in form and substance as required by the Exchange Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee Securities Administrator within the applicable time frames set forth in this Agreement and in Agreement, the Servicing Custody Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the related Servicing Agreement, (B)(Ii) the annual reports on assessment of compliance with servicing criteria Item 1123 Certificate for the each Servicer, the Custodian, each Additional Servicer, the Master Servicer and Securities Administrator as described under Section 6.22, (ii)(A) the Assessment of Compliance with servicing criteria for each Servicer, any each Servicing Function Participant, the Paying Agent (if other than the Trustee) Master Servicer, Securities Administrator and the Trustee any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement6.23, and (IIB) if any Reporting Servicer’s report on assessment Assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement Compliance identifies any material instance of noncompliance, 221575 Sequoia 2007-2 Pooling and Servicing Agmt. disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment Assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(Iiii)(A) the registered public accounting firm attestation report Accountant’s Attestation for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement 6.24, and (IIB) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement Accountant’s Attestation identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report 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 (Div) a XxxxxxxxSxxxxxxx-Xxxxx CertificationCertification as described in Section 6.21(e) (provided, however, that the Securities Administrator, at its discretion may omit from the Form 10-K any annual compliance statement, Assessment of Compliance or 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 (Ai) through (Div) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined reported by the parties set forth on Exhibit P hereto to the Depositor and prepared the Securities Administrator and reviewed and approved or disapproved by and at the direction of the Depositor pursuant to the following paragraph and the Trustee 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... (ii) As set forth on Exhibit Q-2 P hereto, no later than March 15 of following each fiscal year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in March 2008, (Ai) certain the parties set forth on Exhibit W shall be required to the Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-15N transaction, as identified in Exhibit Q-2, shall provide to the TrusteeSecurities Administrator and the Depositor, to the extent known by a Responsible Officer thereofresponsible officer, a notice in the form of Exhibit L hereto, along with, in XXXXXEXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format)form, or in such other form as otherwise agreed upon by the Trustee Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include together with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (Cii) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee Securities Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party Depositor for review and review. Within three (3) business days of receipt, but in no event later than March 25, 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 written changes or approval. If , the Master Servicer is the Exchange Act Signing Party and the Securities Administrator shall be entitled to assume that such Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approvalis in final form. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 TrusteeSecurities Administrator. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee Securities Administrator will follow the procedures set forth in subsection (f) of this Section 6.206.21(d). Promptly (but no later than one 1 Business Day) after the deadline for filing such report with the Commission, the Trustee will make available on its internet website a final executed copy of each Form 10221575 Sequoia 2007-K. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 6.20(d) related to the timely preparation 2 Pooling 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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 misconductAgmt. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to the 90th calendar 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 Fund ends on December 31st of each year), commencing in March 2008, the 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an XxxxxExxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (D) a XxxxxxxxSxxxxxxx-Xxxxx Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the 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. (ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Xxxxxx XS GreenPoint Mortgage Funding Trust Mortgage Pass-Through Certificates, Series 2007-15N AR3 transaction, as identified in Exhibit Q-2, shall provide to the Trustee, to the extent known by a Responsible Officer thereof, in XXXXXEXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX EXXXX format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 Trustee. 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 subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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. (iv) Each Form 10-K shall include the XxxxxxxxSxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the XxxxxxxxSxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on On or prior to the 90th calendar day after the end of each fiscal year of the Trust Fund in which a Form 10-K is required to be filed 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 20082007, the Trustee 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee Securities Administrator within the applicable time frames set forth in this Agreement and in Agreement, the Servicing Agreement and the Custodial Agreementcustodial agreement, (Ai) an annual compliance statement for the Servicer, each Additional Servicer, the Master Servicer and the Master Securities Administrator and any Servicing Function Participant engaged by such parties (each, a “Reporting Servicer, ”) as described under Section 9.26 hereof 3.17 and in the Servicing Agreementsuch other agreement, (B)(Iii)(A) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement3.16(a), and (IIB) if any each Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a3.16(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any each Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a3.16(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(Iiii)(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement 3.16(b), and (IIB) if any registered public accounting firm attestation report described under Section 9.25(b3.16(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (Div) a Xxxxxxxx-Xxxxx CertificationCertification as described in Section 3.18. Any disclosure or information in addition to (Ai) through (Div) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined reported by the parties set forth on Exhibit O to the Depositor and prepared Securities Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Trustee 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. (ii) As set forth on Exhibit Q-2 S hereto, no later than March 15 10 (with a 5 calendar day cure period) of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 20082007, (Ai) certain the parties to the Xxxxxx XS DSLA Mortgage Loan Trust Mortgage Pass2006-Through Certificates, Series 2007-15N transaction, as identified in Exhibit Q-2, AR1 transaction shall be required to provide to the TrusteeSecurities Administrator and the Depositor, to the extent known by a Responsible Officer responsible officer thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format), or in such other form as otherwise agreed upon by the Trustee Securities Administrator and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include together with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (Cii) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor Seller will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee Securities Administrator in connection with including any Additional Form 10-K Disclosure on in Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee Securities Administrator shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review Depositor. Within three Business Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Securities Administrator in writing of any changes to or approval of such 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 approval. If the Master Servicer is Securities Administrator may proceed with the Exchange Act Signing Party execution and filing of the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a K. A senior officer of the Exchange Act Signing Party Master Servicer in charge of the master servicing function shall sign the each 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 Trustee. K. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Trustee Securities Administrator will follow the procedures set forth in subsection (fd) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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 misconduct3. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.

Reports Filed on Form 10-K. (i) Unless and until a Form 15 suspension notice shall have been filed, on or prior to the 90th calendar 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 Fund ends on December 31st of each year), commencing in March 2008, the 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. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor shall provide to the Trustee, no later than 30 days prior to the 10-K Filing Deadline, a template of the Form 10-K in an Xxxxx-compatible format. Each such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Trustee within the applicable time frames set forth in this Agreement and in the Servicing Agreement and the Custodial Agreement, (A) an annual compliance statement for the Servicer, each Additional Servicer and the Master Servicer, as described under Section 9.26 hereof and in the Servicing Agreement, (B)(I) the annual reports on assessment of compliance with servicing criteria for the Servicer, the Custodian, each Additional Servicer, the Master Servicer, any Servicing Function Participant, the Paying Agent (if other than the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under Section 9.25(a) hereof and in the Servicing Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 9.25(a) hereof or in the Servicing Agreement or Custodial Agreement 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, (C)(I) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 9.25(b) hereof and in the Servicing Agreement and Custodial Agreement and (II) if any registered public accounting firm attestation report described under Section 9.25(b) hereof or in the Servicing Agreement or Custodial Agreement identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such 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 (D) a Xxxxxxxx-Xxxxx Certification. Any disclosure or information in addition to (A) through (D) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the 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. (ii) As set forth on Exhibit Q-2 hereto, no later than March 15 of each year that the Trust Fund is subject to the Exchange Act reporting requirements, commencing in 2008, (A) certain parties to the Xxxxxx XS Trust Mortgage Pass-Through Certificates, Series 2007-15N 16N transaction, as identified in Exhibit Q-2, shall provide to the Trustee, to the extent known by a Responsible Officer thereof, in XXXXX-compatible form (which may be Word or Excel documents easily convertible to XXXXX format), or in such other form as otherwise agreed upon by the Trustee and such party, the form and substance of any Additional Form 10-K Disclosure, if applicable, and include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit Q-4, (B) the Trustee shall forward to the Depositor, the form and substance of the Additional Form 10-K Disclosure, and (C) 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 Trustee has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Q-2 of their duties under this paragraph or proactively solicit or procure from such parties any Form 10-K Disclosure Information. The Sponsor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph. (iii) After preparing the Form 10-K, the Trustee shall forward electronically a draft copy of the Form 10-K to the Exchange Act Signing Party for review and approval. If the Master Servicer is the Exchange Act Signing Party and the Form 10-K includes Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically distributed to the Depositor for review and approval. No later than the close of business New York City time on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer of the Exchange Act Signing Party 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 Trustee. 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 subsection (f) of this Section 6.20. Promptly (but no later than one Business Day) after the deadline for filing such report with the Commission, the Trustee 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 Trustee of its duties under this Section 6.20(d) related to the timely preparation 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 6.20(d), Section 9.25(a), Section 9.25(b) and Section 9.26. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file such Form 10-K, where such failure results from the 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. (iv) Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification. The Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and, if the Depositor is the Exchange Act Signing Party, the Master Servicer, shall, and the Trustee (including in its capacity as Paying Agent, if applicable), the Paying Agent (if other than the Trustee) and the Master Servicer (if applicable) shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust Fund is subject to the reporting requirements of the Exchange Act (each, a “Back-Up Certification”), in the form attached hereto as Exhibit T (or, in the case of (x) the Paying Agent (if other than the Trustee), such other form as agreed to between the Paying Agent and the Exchange Act Signing Party, and (y) the Trustee, the form attached hereto as Exhibit U), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Exchange Act Signing Party shall serve as the Certifying Person on behalf of the Trust Fund. In the event the Master Servicer, the Trustee, the Paying Agent or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement, such party or Servicing Function Participant shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 6.20(d)(iv) with respect to the period of time it was subject to this Agreement. (v) Each person (including their officers or directors) that signs any Form 10-K Certification shall be entitled to indemnification from the Trust Fund for any liability or expense incurred by it in connection with such certification, other than any liability or expense attributable to such Person’s own bad faith, negligence or willful misconduct. The provisions of this subsection shall survive any termination of this Agreement and the resignation or removal of such Person.