Common use of Annual Independent Public Accountants Clause in Contracts

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the ServicerIServicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the xxxxxxx xx xxe Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; ----------------------------------------------------------- Financial Statements; Provision of Additional Information. ---------------------------------------------------------- On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.in

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amendedamenxxx, is required xx xxxxxred to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an assetbehxxx xx xx xxxxt-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. -------------------------------------------------------------------------------- On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer and the Depositor a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, Servicer and its the Depositor and their officers, directors and Affiliates affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer Service, the Depositor and its their respective officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Depositor and its their respective officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer and the Depositor a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the xxxxxxx xx xxe Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, Servicer and its the Depositor and their officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer Servicer, the Depositor and its their respective officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Depositor and its their respective officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; ---------------------------------------------------------------- Financial Statements; Provision of Additional Information. ---------------------------------------------------------- On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer and the Depositor a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the xxxxxxx xx xxe Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, Servicer and its the Depositor and their officers, directors and Affiliates affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer Servicer, the Depositor and its their respective officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its Servicer or the Depositor and their respective officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Depositor and its their respective officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; ----------------------------------------------------------- Financial Statements; Provision of Additional Information. ----------------------------------------------------------- On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer and the Depositor a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the witx xxxxxxx xx xhe Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxt to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, Servicer and its the Depositor and their officers, directors and Affiliates affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer Service, the Depositor and its their respective officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its Servicer or the Depositor and their respective officers, directors or and affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Depositor and its their respective officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the xxxxxxx xx xxe Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxx xxxxxxx to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 20072008, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 20072008, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the Xxxxxxxx-Xxxxx Act of 2002, as amended, is required to be given with respect to the Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master ServicerServicer , and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.

Annual Independent Public Accountants. Servicing Statement; Financial Statements; Provision of Additional Information. On or before March 5 of each calendar year, commencing in 2007, the Servicer shall: (a) deliver to the Master Servicer and the Depositor a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address each of the "Applicable Servicing Criteria" specified on Exhibit E hereto; (b) Not later than March 5th of each calendar year, following the end of each calendar year commencing with March 2007, the Servicer, at its expense, shall cause a registered public accounting firm which is a member of the institute of certified public accountants to furnish to the Master Servicer a report by such accounting firm that attests to, and reports on, the assessment made by the Servicer pursuant to this Section 2.18, as required by Rules 13a-18 and 15d-18 under the Exchange Act, and Item 1122(b) of Regulation AB. Such attestation shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (c) cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 2.02 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB and deliver to the Master Servicer and the Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section; and (d) with respect to any year in which a certification under the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002, as amended, is required to be given with respect to the xxxxxxx xx xxx Trust Fund, deliver, or cause each Subservicer and Subcontractor described in Section 2.18(c) to provide, to the Depositor, the Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization xxxxxxx xx x Xecuritization Transaction a certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. In addition, the Servicer shall indemnify and hold harmless the Master Servicer, and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by it pursuant to Section 2.18(c), any breach of its obligations under Section 2.17 and Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and its officers, directors and affiliates, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, its officers, directors or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer, its officers, directors or affiliates in such proportion as is appropriate to reflect the relative fault of the Master Servicer and its officers, directors and affiliates on the one hand and such Servicer on the other in connection with a breach of its obligations under Section 2.17 or Section 2.18 or its negligence, bad faith or willful misconduct in connection therewith. The obligations set forth in paragraphs (c) and (d) shall only apply with respect to periods for which reports on Form 10-K will be filed for the Trust Fund.