Common use of Annual Officer’s Certificates Clause in Contracts

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master Servicer, the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master Servicer, The Securities Administrator and the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-sub servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-sub servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other the Master Servicer if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Master Servicer such annual Officer’s Certificate (in respect of Item 1123 of Regulation AB) within the time frames set forth in the related Servicing Agreements, and in such form and substance as required by the related Servicing Agreements. The Master Servicer will promptly forward any such Officer’s Certificate it receives from any Servicer to the Securities Administrator.

Annual Officer’s Certificates. (aiii) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the The Master Servicer, the Custodian Securities Administrator and the Securities Administrator Custodian shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or and by facsimile at 400-(000) 000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-sub servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-sub servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master Servicer, the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the The Master Servicer, the Custodian Securities Administrator and the Securities Administrator Custodian shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx and by facsimile at 400-(000) 000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-sub servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-sub servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Master Servicer such annual Officer’s Certificate (in respect of Item 1123 of Regulation AB) within the time frames set forth in the related Servicing Agreements, and in such form and substance as required by the related Servicing Agreements. The Master Servicer will promptly forward any such Officer’s Certificate it receives from any Servicer to the Securities Administrator.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master The Servicer, the Custodian Securities Administrator and the Securities Administrator Custodian shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th 15th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing subservicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing subservicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other the Master Servicer if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreementsection. (b) On or before March 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Master Servicer and the Securities Administrator Master Servicer shall deliver (or otherwise make available) (and the Servicer and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Master Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Servicing Function Participant engaged by such Servicer) to cause the delivery by the Servicer of such annual Officer’s Certificate (in respect of Item 1123 of Regulation AB) within the time frame set forth and to the parties indicated in this Section 3.24, and in such form and substance as required by this Agreement. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is appropriate to reflect the relative fault of such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a certification (the “Sxxxxxxx-Xxxxx Certification Certification”) executed by the Certifying Person, exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master Servicer, the Custodian The Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it toit, provide to the Master Servicer or any Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th 10 of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), substantially in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party the Master Servicer, the Securities Administrator, the Trustee or any Servicing Function Participant engaged by any such party parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th 4th of each calendar year, commencing in beginning with March 20084, 2007, the Master Servicer and Servicer, at its own expense, will deliver to the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) Depositor with respect to the Depositor and period ending on the Securities Administratorimmediately preceding December 31, an a Servicing Officer’s Certificate substantially certificate in the form of Exhibit U stating, as hereto. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligations of an Additional Servicer engaged by the Servicer) to cause to be delivered to the signer thereofMaster Servicer an annual statement of compliance within the time frame set forth in this Section 3.24, that (A) a review of and in such party’s activities during the preceding calendar year or portion thereof form and of such party’s performance under substance as required by this Agreement, or . The Master Servicer shall include any such other applicable agreement in the case annual statements of a Servicing Function Participant, has been made under such officer’s supervision and (B) compliance with its own statement of compliance to be submitted to the best Depositor pursuant to Section 9.02. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising solely out of such officer’s knowledgeor based upon a breach by the Servicer or any of its officers, based on such reviewdirectors, such party has fulfilled all agents or affiliates of its obligations under this AgreementSection 3.24 or the negligence, bad faith or such other applicable agreement willful misconduct of the Servicer in connection therewith. If the case of a Servicing Function Participantindemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or any Servicing Function Participant engaged payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is terminated or resigns pursuant appropriate to reflect the terms relative fault of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officeror parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s Certificate pursuant to obligations under this Section 3.05 3.24 or to such applicable agreementthe Servicer’s negligence, as the case may be, notwithstanding any such termination, assignment bad faith or resignationwillful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master The Servicer, the Custodian Master Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th 10 of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement or Custodial Agreement. (b) On or before March 15th of each calendar year, commencing in March 20082007, the Servicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is appropriate to reflect the relative fault of such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master Servicer, the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Sxxxxxxx-Xxxxx Certification”)) substantially in the form of Exhibit N-1, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Sxxxxxxx-Xxxxx Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Sxxxxxxx-Xxxxx Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Sxxxxxxx-Xxxxx Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the The Master Servicer, the Custodian Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form provided in the related Servicing Agreement, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, commencing in March 20082007, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master Servicer, The Securities Administrator and the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “"Certifying Person”"), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “"Back-Up Certification”"), in the form attached hereto as Exhibit L, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s 's officers, directors and Affiliates (collectively with the Certifying -56- Person, “"Certification Parties”") can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-sub servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-sub servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other the Master Servicer if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar year, for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s 's Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s 's knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Master Servicer such annual Officer's Certificate (in respect of Item 1123 of Regulation AB) within the time frames set forth in the related Servicing Agreements, and in such form and substance as required by the related Servicing Agreements. The Master Servicer will promptly forward any such Officer's Certificate it receives from any Servicer to the Securities Administrator.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master The Servicer, the Custodian Securities Administrator and the Securities Administrator Custodian shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th 15th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing subservicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing subservicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other the Master Servicer if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreementsection. (b) On or before March 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2008, the Master Servicer and the Securities Administrator Master Servicer shall deliver (or otherwise make available) (and the Servicer and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Master Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Servicing Function Participant engaged by such Servicer) to cause the delivery by the Servicer of such annual Officer’s Certificate (in respect of Item 1123 of Regulation AB) within the time frame set forth and to the parties indicated in this Section 3.24, and in such form and substance as required by this Agreement. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is appropriate to reflect the relative fault of such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. Each of the Master Servicer, The Securities Administrator and the Custodian and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it them to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit N, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing subservicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing subservicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other the Master Servicer if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 20082007, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator Servicer or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it served pursuant to this Section 3.05 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of each Servicer to cause to be delivered to the Master Servicer such annual Officer’s Certificate (in respect of Item 1123 of Regulation AB) within the time frames set forth in the related Servicing Agreements, and in such form and substance as required by the related Servicing Agreements. The Master Servicer will promptly forward any such Officer’s Certificate it receives from any Servicer to the Securities Administrator.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master The Servicer, the Custodian Master Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement or Custodial Agreement. (b) On or before March 15th of each calendar year, commencing in March 20082007, the Servicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.05 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is appropriate to reflect the relative fault of such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a SxxxxxxxXxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Servicer, the Master Servicer, the Custodian Securities Administrator and the Securities Administrator Custodian shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Xxxxxxxx-Xxxxx Certification”), substantially in the form of Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Xxxxxxxx-Xxxxx Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Xxxxxxxx-Xxxxx Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the SxxxxxxxXxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Xxxxxxxx-Xxxxx Certification required to be furnished to it pursuant to this section or any Servicing Agreementsection. (b) On or before March 15th of each calendar year, commencing in March 2008, the Servicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator, an Officer’s Certificate substantially in the form of Exhibit U stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate covering the portion of the reporting period for which it is served pursuant to this Section 3.05 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is appropriate to reflect the relative fault of such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxxcertification (the “Xxxxxxxx-Xxxxx Certification Certification”) executed by the Certifying Person, exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the SxxxxxxxXxxxxxxx-Xxxxx Act. Each of the Master Servicer, the Custodian The Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to, provide to the Master Servicer or any Person who signs the SxxxxxxxXxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th 10 of each year in which the Trust is subject to the reporting requirements of the Exchange Act, commencing in March 2008, Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party the Master Servicer, the Securities Administrator, the Trustee or any Servicing Function Participant engaged by any such party parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.05 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement. (b) On or before March 15th 1st of each calendar year, commencing in beginning with March 20081, 2007, the Master Servicer and Servicer, at its own expense, will deliver to the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) Depositor with respect to the Depositor and period ending on the Securities Administratorimmediately preceding December 31, an a Servicing Officer’s Certificate substantially certificate in the form of Exhibit U stating, as hereto. (c) The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligations of an Additional Servicer engaged by the Servicer) to deliver to the signer thereofMaster Servicer an annual statement of compliance within the time frame set forth in this Section 3.24, that (A) a review of and in such party’s activities during the preceding calendar year or portion thereof form and of such party’s performance under substance as required by this Agreement, or . The Master Servicer shall include any such other applicable agreement in the case annual statements of a Servicing Function Participant, has been made under such officer’s supervision and (B) compliance with its own statement of compliance to be submitted to the best Depositor pursuant to Section 9.02. (d) The Servicer shall indemnify and hold harmless the Trustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of such officer’s knowledgeor based upon a breach by the Servicer or any of its officers, based on such reviewdirectors, such party has fulfilled all agents or affiliates of its obligations under this AgreementSection 3.24 or the negligence, bad faith or such other applicable agreement willful misconduct of the Servicer in connection therewith. If the case of a Servicing Function Participantindemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. In the event the Master Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or any Servicing Function Participant engaged payable by the Trustee, the Master Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of any such party in such proportion as is terminated or resigns pursuant appropriate to reflect the terms relative fault of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officeror parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s Certificate pursuant to obligations under this Section 3.05 3.24 or to such applicable agreementthe Servicer’s negligence, as the case may be, notwithstanding any such termination, assignment bad faith or resignationwillful misconduct in connection therewith.