Common use of 1934 Act Reports Clause in Contracts

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee including any Paying Agent be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur that would require the reporting arrangements or the allocation of responsibilities with respect thereto described in this Section 5.24 to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee Trustee, including any Paying Agent Agent, be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Seller, the Trustee and the Paying Agent shall notify the Servicer of any item reportable on a Form 8-K of which each such party has knowledge (unless such item is specific to the Servicer, in which case the Servicer will be deemed to have notice) and (ii) shall deliver to the Servicer at least two Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits (unless such information, data, and exhibits are specific to the Servicer) required to be provided or filed with such Form 8-K. After preparing the Form 8-K on behalf of the Depositor, the Servicer shall execute and promptly file such Form 8-K. (b) For so long as the Trust is subject to the Exchange Act, within 15 days after each Distribution Date, the Servicer shall, on behalf of the TrustTrust and in accordance with industry standards, make all filings file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto and (2) any other information known to the Servicer or provided to the Servicer to be included at its discretion in Form 10-D ("Periodic ReportsAdditional Form 10-D Disclosure") as set forth in the next paragraph. (c) For so long as the Trust is subject to the Exchange Act, as set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to be made provide to the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Servicer, to the extent it deems necessary, shall incorporate such Additional Form 10-D Disclosure into the Form 10-D and shall file such Form 10-D by the Depositor or 8th calendar day after the Distribution Date. (d) For so long as the Trust (other than the filings relating is subject to the closing Exchange Act, prior to the 90th calendar day after the end of this transaction) the fiscal year for the trust, the Servicer shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via ▇▇▇▇▇ a Form 10 -K with respect to the Class A CertificatesTrust Fund. Such Form 10-K shall include the following items: (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 5.25 of the Agreement, (ii)(A) the annual reports on assessment of compliance with servicing criteria for the Paying Agent, each Servicer, Subservicer and Subcontractor (unless the Servicer has determined that such compliance statement is not required by Regulation AB), as described in Section 5.25 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 5.25 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 5.25 of the 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, (iii) (A) the registered public accounting firm attestation report for the Paying Agent, the Class M CertificatesServicer and each Subservicer, as described in Section 5.26 of the Class B-1 Certificates Agreement, and (B) if any registered public accounting firm attestation report described in the Section 5.26 of the 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 (iv) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification in the form attached hereto as Exhibit S, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall be determined and prepared by and at the direction of the Servicer pursuant to the following paragraph. (e) As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2007, (i) the parties identified on Schedule Z shall be required to provide to the Depositor and the Class B-2 Certificates Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Servicer, to the extent it deems necessary, shall incorporate such Additional Form 10-K Disclosure into the Form 10-K and shall file such Form 10-K by the 85th calendar day after the end of the fiscal year for the Trust. (f) Each Form 10-K shall include a certification (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification") which shall be in the form attached hereto as Exhibit S. The Depositor will cause its senior officer in charge of securitization to execute the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended (amended, by March 15 of each year in which the "Trust is subject to the reporting requirements of the Exchange Act". In connection therewith, the Paying Agent shall sign a certification (in the form attached hereto as Exhibit O) and for the rules and regulations benefit of the Securities Servicer and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent its officers, directors and affiliates regarding certain aspects of the Trustee including any Paying Agent be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitizationCertification. (bg) Within thirty (30) days after Following the beginning first date legally permissible under applicable regulations and interpretations of the first fiscal year during which Commission, the Trust's obligation Servicer shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. (h) The Servicer shall have no responsibility to file Periodic Reports pursuant to any items with the Exchange Act shall have been suspended, Commission other than those specified in this section and the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and Servicer shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300any and all form 8-Ks and 10-Ds required hereunder. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act.execute each form 10-K. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (ei) If the Commission issues additional interpretive interpretative guidance or promulgates additional rules or regulationsregulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer Servicer, the Paying Agent and the Trustee will reasonably cooperate shall comply with reasonable requests made by CHF, the Servicer or the Depositor to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and to deliver additional or different information as CHF or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such amendment of this Section 5.24information is available to such party without unreasonable effort or expense or is reimbursed by the requesting party and within such timeframe as may be reasonably requested. Any such amendment supplementation or modification shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed by the Servicer on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the . (j) The Depositor, the Servicer Servicer, the Trustee and the Trustee shall not be obligated Paying Agent agree to enter into any amendment pursuant use their good faith efforts to cooperate in complying with the requirements of this Section 5.24 that adversely affects its obligations and immunities under this AgreementSections 5.24.

1934 Act Reports. (a) The As set forth on Schedule X hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of an event requiring disclosure on Form 8-K (a "reportable event") (i) the Depositor, the Seller, the Trustee and the Paying Agent shall notify the Servicer of any item reportable on a Form 8-K of which each such party has knowledge (unless such item is specific to the Servicer, in which case the Servicer will be deemed to have notice) and (ii) shall deliver to the Servicer at least two Business Days prior to the filing deadline for such Form 8-K, all information, data, and exhibits (unless such information, data, and exhibits are specific to the Servicer) required to be provided or filed with such Form 8-K. After preparing the Form 8-K on behalf of the Depositor, the Servicer shall execute and promptly file such Form 8-K. (b) For so long as the Trust is subject to the Exchange Act, within 15 days after each Distribution Date, the Servicer shall, on behalf of the TrustTrust and in accordance with industry standards, make all filings file with the Commission via the Electronic Data Gathering and Retrieval System (▇▇▇▇▇), a Form 10-D with (1) a copy of the report to the Certificateholders for such Distribution Date as an exhibit thereto and (2) any other information known to the Servicer or provided to the Servicer to be included at its discretion in Form 10-D ("Periodic ReportsAdditional Form 10-D Disclosure") as set forth in the next paragraph. (c) For so long as the Trust is subject to the Exchange Act, as set forth in Schedule Y hereto, within 5 calendar days after the related Distribution Date (i) the parties hereto, as applicable, will be required to be made provide to the Servicer, to the extent known to such party, any Additional Form 10-D Disclosure (including any breaches of pool asset representations and warranties or transaction covenants of which the party has written notice and which has not been included on the monthly distribution report for the period), if applicable, and (ii) the Servicer, to the extent it deems necessary, shall incorporate such Additional Form 10-D Disclosure into the Form 10-D and shall file such Form 10-D by the Depositor or 8th calendar day after the Distribution Date. (d) For so long as the Trust (other than the filings relating is subject to the closing Exchange Act, prior to the 90th calendar day after the end of this transaction) the fiscal year for the trust, the Servicer shall, on behalf of the Trust and in accordance with industry standards, prepare and file with the Commission via ▇▇▇▇▇ a Form 10 -K with respect to the Class A CertificatesTrust Fund. Such Form 10-K shall include the following items: (i) an annual compliance statement for the Servicer and each Subservicer, as described in Section 5.25 of the Agreement, (ii)(A) the annual reports on assessment of compliance with servicing criteria for the Paying Agent, each Servicer, Subservicer and Subcontractor (unless the Servicer has determined that such compliance statement is not required by Regulation AB), as described in Section 5.25 of the Agreement, and (B) if any Reporting Servicer's report on assessment of compliance with servicing criteria described in Section 5.25 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any report on assessment of compliance with servicing criteria described in Section 5.25 of the 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, (iii) (A) the registered public accounting firm attestation report for the Paying Agent, the Class M CertificatesServicer and each Subservicer, as described in Section 5.26 of the Class B-1 Certificates Agreement, and (B) if any registered public accounting firm attestation report described in the Section 5.26 of the 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 (iv) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification in the form attached hereto as Exhibit S, executed by the senior officer in charge of securitizations of the Servicer. Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph. (e) As set forth in Schedule Z hereto, no later than March 12 of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in 2008, (i) the parties identified on Schedule Z shall be required to provide to the Depositor and the Class B-2 Certificates Servicer, to the extent known, any Additional Form 10-K Disclosure, if applicable, and (ii) the Servicer, to the extent it deems necessary, shall incorporate such Additional Form 10-K Disclosure into the Form 10-K and shall file such Form 10-K by the 85th calendar day after the end of the fiscal year for the Trust. (f) Each Form 10-K shall include a certification (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification") which shall be in the form attached hereto as Exhibit S. The Depositor will cause its senior officer in charge of securitization to execute the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification required pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended (amended, by March 15 of each year in which the "Trust is subject to the reporting requirements of the Exchange Act". In connection therewith, the Paying Agent shall sign a certification (in the form attached hereto as Exhibit O) and for the rules and regulations benefit of the Securities Servicer and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent its officers, directors and affiliates regarding certain aspects of the Trustee including any Paying Agent be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitizationCertification. (bg) Within thirty (30) days after Following the beginning first date legally permissible under applicable regulations and interpretations of the first fiscal year during which Commission, the Trust's obligation Servicer shall, on behalf of the Trust and in accordance with industry standards, file with the Commission via ▇▇▇▇▇ a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. (h) The Servicer shall have no responsibility to file Periodic Reports pursuant to any items with the Exchange Act shall have been suspended, Commission other than those specified in this section and the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and Servicer shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300any and all form 8-Ks and 10-Ds required hereunder. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act.execute each form 10-K. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (ei) If the Commission issues additional interpretive interpretative guidance or promulgates additional rules or regulationsregulations with respect to Regulation AB or otherwise, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer Servicer, the Paying Agent and the Trustee will reasonably cooperate shall comply with reasonable requests made by CHF, the Servicer or the Depositor to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and to deliver additional or different information as CHF or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, provided that such amendment of this Section 5.24information is available to such party without unreasonable effort or expense or is reimbursed by the requesting party and within such timeframe as may be reasonably requested. Any such amendment supplementation or modification shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed by the Servicer on behalf of the Trust under the Exchange Act. Notwithstanding the foregoing, the . (j) The Depositor, the Servicer Servicer, the Trustee and the Trustee shall not be obligated Paying Agent agree to enter into any amendment pursuant use their good faith efforts to cooperate in complying with the requirements of this Section 5.24 that adversely affects its obligations and immunities under this AgreementSections 5.24.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee Trustee, including any Paying Agent Agent, be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto.. 77 (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee including any Paying Agent be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause 56 to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee including any Paying Agent be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee Trustee, including any Paying Agent Agent, be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur occur, that would require the reporting arrangements arrangements, or the allocation of responsibilities with respect thereto thereto, described in this Section 5.24 5.24, to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.

1934 Act Reports. (a) The Servicer shall, on behalf of the Trust, make all filings ("Periodic Reports") required to be made by the Depositor or the Trust (other than the filings relating to the closing of this transaction) with respect to the Class A Certificates, the Class M Certificates, the Class B-1 Certificates and the Class B-2 Certificates pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder. In no event shall the Trustee or any agent of the Trustee Trustee, including any Paying Agent Agent, be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust Fund or on behalf of another person, either (A) any report or filing required or permitted by the SEC to be prepared, executed, filed or delivered by or in respect of the Trust Fund or another person, or (B) any certification in respect of any such report or filing. The Form 10-K filing required to be made by the Trust shall also include a certification complying with the Section 302 Requirements, which shall be signed by the senior officer of the Depositor in charge of securitization. (b) Within thirty (30) days after the beginning of the first fiscal year during which the Trust's obligation to file Periodic Reports pursuant to the Exchange Act shall have been suspended, the Depositor may prepare, or cause to be prepared, a notice on Commission Form 15 ("Form 15") and is hereby authorized to and shall execute such Form 15 on the Trust's behalf; provided, however, that the Depositor shall be under no obligation to prepare such notice if the number of Certificateholders exceeds 300. The Depositor shall file any notice on Form 15 with the Commission in accordance with the provisions of Rule 15d-6 under the Exchange Act. (c) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Servicer will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit N hereto. (d) Not later than 15 calendar days before the date on which the Trust's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Paying Agent will deliver to the Depositor an Officer's Certificate for the prior calendar year substantially in the form of Exhibit O hereto. (e) If the Commission issues additional interpretive guidance or promulgates additional rules or regulations, or if other changes in applicable law occur that would require the reporting arrangements or the allocation of responsibilities with respect thereto described in this Section 5.24 to be conducted differently than as described, the Depositor, the Servicer and the Trustee will reasonably cooperate to amend the provisions of this Section 5.24 in order to comply with such amended reporting requirements and such amendment of this Section 5.24. Any such amendment shall be made in accordance with Section 12.03 without the consent of the Certificateholders, and may result in a change in the reports filed under the Exchange Act. Notwithstanding the foregoing, the Depositor, the Servicer and the Trustee shall not be obligated to enter into any amendment pursuant to this Section 5.24 that adversely affects its obligations and immunities under this Agreement.