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.

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.

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 Agreement, (Ai) an annual compliance statement for the Servicer, each Additional the Master Servicer and the Master Securities Administrator and any Servicing Function Participant engaged by such parties (each, with the 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 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 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.

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.. 134

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.

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. 95 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...

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, 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 213965 Sequoia 2007-1 Pooling and prepared Servicing Agmt. Exhibit P hereto to the Depositor and 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...

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.

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.

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 Agreement, (Ai) an annual compliance statement for the Servicer, each Additional the Master Servicer and the Master Securities Administrator and any Servicing Function Participant engaged by such parties (each, with the 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 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 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.. 82

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 20082007, 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, 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...