Common use of Annual Statement as to Compliance; Annual Certification Clause in Contracts

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 2008, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and any Master Servicer, not using its best efforts to deliver on March 1, but in no event later than March 15 15, of each calendar year beginning in 20082007, an Officer's Officers’ Certificate acceptable to the Owner (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by using its best efforts to deliver on March 15th 1, but in no event later than March 15, of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Officers’ Certificate (an "“Annual Certification"”) to the Owner, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. F. In the event that the Servicer has delegated any servicing responsibilities fails to timely comply with respect to this Section 6.04 after the Mortgage Loans to a Subservicer or Subcontractorcure period set forth herein, commencing on March 15th of the related year, the Servicer Owner shall deliver an Annual Certification use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the Subservicer as described above as related year (or such extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to each Subservicer as provide the required Assessment of Compliance and when required with respect to the Servicer. (c) Failure of Attestation Report on a timely basis, and a one time additional failure by the Servicer to comply with this Section 3.16 (including 6.04, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the timeframes required Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section) Section 6.04 shall be deemed an Event of Default, automatically at such time, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Owner may, in addition to whatever rights the Trustee Owner may have under this Agreement Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Annual Statement of Compliance or Annual Certification will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence, bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. 11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 2008, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, an officer of the Servicer shall execute and deliver an Officer's ’s Certificate (an "“Annual Certification"”) to the Owner, the Master Servicer, the Trustee, and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is “participating in the servicing function” pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure of . In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to comply with the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 3.16 (including 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the timeframes required in this Section) shall be deemed an Event period of Default, and the Trustee, at the direction of the Depositor, shall, in addition time it was subject to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 Master Servicer, then the Servicer agrees that it shall contribute to the contraryamount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 6.04 or Section 6.09 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited (if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal year of the Servicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officerofficer's Certificate certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliatesaffiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorPurchaser and any Master Servicer, not using best efforts by March 1st, but in no event later than March 15 15th of each calendar year beginning in 20082007, an Officer's ’s Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) . Failure of the Servicer to timely comply with this Section 3.16 6.04 (including with respect to the cure timeframes required in this Sectionsection) shall be deemed an Event of Default, automatically, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the Depositor, Master Servicer not later than March 15 1, 2006 and not later than March 1 of each calendar year beginning in 2008thereafter, an Officer's Certificate (an "Annual Statement a certificate of Compliance") a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision officers' supervision, and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial. (i) The Company will deliver to the Master Servicer, on or before March 1 of cure provisions thereof. each year beginning March 1, 2006 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit K. Such Annual Statement certification shall be signed by the senior officer in charge of Compliance shall contain no restrictions or limitations on its useservicing of the Company. In addition, the event that the Servicer has delegated any servicing responsibilities Company shall provide such other information with respect to the EMC Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as servicing and when required with respect to administration thereof within the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit control of the Depositor and Company which shall be required to enable the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its 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 Company or any of its officers, directors, agents or affiliates of its obligations under this Section 3.16 (including with respect 3.13(b) or the Company's 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, then the Company agrees that it shall contribute to the timeframes required amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in this Section) shall be deemed an Event such proportion as is appropriate to reflect the relative fault of Default, the Master Servicer on the one hand and the Trustee, at Company on the direction other in connection with a breach of the Depositor, shall, in addition to whatever rights the Trustee may have Company's obligations under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.13(b).

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 20082007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure . The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 comply hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.16 (including with respect 6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction such requesting party a copy of the Depositoraudited (if such financial statements are available, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations otherwise unaudited) financial statements of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure most recent fiscal year of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryServicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Depositor for the benefit of the Depositor and the Depositor's Affiliates ’s affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates’s affiliates, in the form attached hereto as Exhibit S. T. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer subservicer or Subcontractor subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer subservicer or Subcontractor subcontractor to the Depositor and the Trustee as described above as and when required with respect to the ServicerTrustee. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Depositor for the benefit of the Depositor and the Depositor's Affiliates affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates’s affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's ’s Certificate reasonably acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each the signatory thereof, that (i) a review of the servicing activities of each such party the Company during the preceding calendar year and of its servicing performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its servicing-related obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer’s certificate (an “Annual Certification”) of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates that are transaction parties and the officers, directors and agents of any such entities that may rely on such Annual Certification in the Depositor and the Depositor's Affiliatesfulfillment of their obligations with respect to Regulation AB, in the form attached hereto as Exhibit S. K. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company except for the samecompensation and rights arising prior to such termination. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. 17. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorPurchaser, not later than March 15 1 of each calendar year fiscal year, beginning in 20082007, an Officer's Officers' Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement in all material respects or other applicable servicing agreement throughout such year, or, if there has been a failure to fulfill any such obligation in any material respectobligation, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement Copies of Compliance such statement shall contain no restrictions or limitations on its usebe provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. The Purchaser shall notify the Servicer prior to providing any such copies. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such deliver an officer's certificate of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the any Mortgage LoansLoans that are subject to a Pass-Through Transfer or other securitization transaction, by March 15th 1 of each calendar year year, beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") and deliver it to the Depositor Purchaser, any master servicer which is master servicing loans in connection with such transaction (a "Master Servicer") and any related depositor (a "Depositor") for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. 12. Such Officer's Certificate shall not be provided to any other Person unless the Purchaser first notifies the Servicer of its intention to do so. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification officers' certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure The Servicer shall indemnify and hold harmless the Master Servicer, the Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as "Purchaser" hereunder), and their respective officers, directors, agents and affiliates, and such affiliates' officers, directors and agents (any such person, an "Indemnified Party") 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 11.23 or Section 11.24, 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 comply hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer's obligations under this Section 3.16 (including with respect to 11.23 or Section 11.24, or the timeframes required Servicer's negligence, bad faith or willful misconduct in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryconnection therewith.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and any Master Servicer, not using its best efforts to deliver on March 1, but in no event later than March 15 15, of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Owner (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by using its best efforts to deliver on March 15th 1, but in no event later than March 15, of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Officers' Certificate (an "Annual Certification") to the Owner, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. F. In the event that the Servicer has delegated any servicing responsibilities fails to timely comply with respect to this Section 6.04 after the Mortgage Loans to a Subservicer or Subcontractorcure period set forth herein, commencing on March 15th of the related year, the Servicer Owner shall deliver an Annual Certification use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the Subservicer as described above as related year (or such extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to each Subservicer as provide the required Assessment of Compliance and when required with respect to the Servicer. (c) Failure of Attestation Report on a timely basis, and a one time additional failure by the Servicer to comply with this Section 3.16 (including 6.04, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the timeframes required Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section) Section 6.04 shall be deemed an Event of Default, automatically at such time, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Owner may, in addition to whatever rights the Trustee Owner may have under this Agreement Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Annual Statement of Compliance or Annual Certification will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence, bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. 11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorPurchaser, not later than March 15 10th (with a five (5) day grace period and not later than March 15th) of each calendar year fiscal year, beginning in 20082007, an Officer's Officers' Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement in all material respects or other applicable servicing agreement throughout such year, or, if there has been a failure to fulfill any such obligation in any material respectobligation, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement Copies of Compliance such statement shall contain no restrictions or limitations on its usebe provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. The Purchaser shall notify the Servicer prior to providing any such copies. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such deliver an officer's certificate of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the any Mortgage LoansLoans that are subject to a Pass-Through Transfer or other securitization transaction, by March 15th 10th (with a five (5) day grace period and not later than March 15th) of each calendar year year, beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Sarbanes Certification") and deliver it to the Depositor Purchaser, any master servicer which is master servicing loans in connection with such transaction (a "Master Servicer") and any related depositor (a "Depositor") for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. 12. Such Officer's Certificate shall not be provided to any other Person unless the Purchaser first notifies the Servicer of its intention to do so. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification officers' certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure The Servicer shall indemnify and hold harmless the Master Servicer, the Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as "Purchaser" hereunder), and their respective officers, directors, agents and affiliates, and such affiliates' officers, directors and agents (any such person, an "Indemnified Party") 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 11.24 or Section 11.25, 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 comply hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer's obligations under this Section 3.16 (including with respect to 11.24 or Section 11.25, or the timeframes required Servicer's negligence, bad faith or willful misconduct in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryconnection therewith.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer Company, the Securities Administrator and the Trustee Master Servicer shall deliver to the DepositorSecurities Administrator, Depositor and the Insurer, not later than March 15 1st of each calendar year (with a 10 calendar day cure period) beginning in 20082007, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party party, during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Company, the Securities Administrator or the Master Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer subservicer or Subcontractorsubcontractor that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB, the Company, the Master Servicer, the Securities Administrator or the related Servicer (as the case may be) shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer subservicer or Subcontractor subcontractor to the Depositor Securities Administrator and the Trustee Insurer as described above as and when required with respect to the Master Servicer. (b) With respect . The Master Servicer shall enforce any obligation of any other Servicer, to the Mortgage Loansextent set forth in the related Servicing Agreement, by March 15th to deliver to the Master Servicer an annual statement of each calendar year beginning compliance within the time frame set forth in, and in 2008such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") include such annual statements of compliance with its own annual statement of compliance to be submitted to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect Securities Administrator pursuant to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) this Section. Failure of the Company, the Master Servicer and the Securities Administrator to comply with this Section 3.16 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event event of Defaultdefault with respect to such party, and the Trustee, Master Servicer with respect to the Company or the Trustee at the direction of the Depositor, shall, in addition to whatever rights the Master Servicer with respect to the Company or the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Company, the Master Servicer or the Securities Administrator, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company, the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 20082007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure of . In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to comply with the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 3.16 (including 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the timeframes required in this Section) shall be deemed an Event period of Default, and the Trustee, at the direction of the Depositor, shall, in addition time it was subject to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 Master Servicer, then the Servicer agrees that it shall contribute to the contraryamount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited (if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal year of the Servicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officerofficer's Certificate certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliatesaffiliates, in the form attached hereto as Exhibit S. T. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorPurchaser and the Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year (or applicable portion thereof) and of its performance under this Agreement or other applicable servicing agreement during such period has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such calendar year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such deliver an officer's certificate (an "Annual Certification") of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. 15. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) If the Servicer cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1 of such year, the Purchaser, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 7.04 shall be deemed an Event of Default, automatically, without notice and without any cure period unless otherwise agreed to by the TrusteePurchaser as set forth in 7.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the samePurchaser's incurring any penalty or fee of any kind whatsoever in connection therewith, as provided in Section 10.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 11.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.. The following shall be added as Section 7.07 of the Servicing Agreement:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorPurchaser, not later than March 15 1 of each calendar year fiscal year, beginning in 2008, an Officer's Officers’ Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement in all material respects or other applicable servicing agreement throughout such year, or, if there has been a failure to fulfill any such obligation in any material respectobligation, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement Copies of Compliance such statement shall contain no restrictions or limitations on its usebe provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. The Purchaser shall notify the Servicer prior to providing any such copies. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such deliver an officer’s certificate of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the any Mortgage LoansLoans that are subject to a Pass-Through Transfer or other securitization transaction, by March 15th 1 of each calendar year year, beginning in 2008, an officer of the Servicer shall execute and deliver an Officer's ’s Certificate (an "“Annual Certification"”) relating to the Depositor Interim Servicing Period and deliver it to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. 12. Such Officer’s Certificate shall not be provided to any other Person unless the Purchaser first notifies the Servicer of its intention to do so. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification officers’ certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure The Servicer shall indemnify and hold harmless the Master Servicer, the Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and agents (any such person, an “Indemnified Party”) 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 11.23 or Section 11.24, 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 comply hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer’s obligations under this Section 3.16 (including with respect to 11.23 or Section 11.24, or the timeframes required Servicer’s negligence, bad faith or willful misconduct in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryconnection therewith.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 2008, an Officer's ’s Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement, which was previously agreed to by the Company to be covered in such annual certification, in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, by March 15th 1 of each calendar year beginning in 2008, an officer of the Servicer Company shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 6.04 (including with respect to the cure timeframes required in this Sectionsection) shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser, not later than to deliver to the Purchaser or its designee on or before March 15 1 of each calendar year beginning in 20082006, but in no event later than March 15th of each calendar year beginning in 2006, an Officer's Officers’ Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer Company shall deliver an Annual Certification officer’s certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (cb) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by on or before March 1 of each calendar year beginning in 2006, but in no event later than March 15th of each calendar year beginning in 2006, an officer of the Company shall execute and deliver an Officers’ Certificate (an “Annual Certification”) to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officers’ certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Company. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year year, beginning in 2008, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year year, beginning in 2008, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. G-1. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure of . In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to comply with the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 3.16 (including 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the timeframes period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. Notwithstanding the foregoing provisions of Section 6.04, (i) in the event that during any calendar year (or applicable portion thereof) the Servicer services 5% or less of the mortgage loans in a Securitization Transaction, as calculated by the Master Servicer for such Securitization Transaction, or (ii) in any calendar year in which an annual report on Form 10-K is not required to be filed with respect to an issuing entity or Securitization Transaction, then, in each such event, the Servicer may, in lieu of providing an assessment of compliance and attestation thereon in accordance with Item 1122 of Regulation AB, provide (and cause each Subservicer and Subcontractor described in clause (b) above to provide) to the Depositor and the Master Servicer for such Securitization Transaction, by not later than March 1 of such calendar year, an Annual Independent Public Accountants' Servicing Report. If the Servicer provides an Annual Independent Public Accountants' Servicing Report pursuant to this Sectionprovision, then the certification required to be delivered by the Servicer (and its Subservicers and Subcontractors) shall be deemed an Event in the form of DefaultExhibit G-2 attached hereto in. The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Trustee, at Servicer on the direction other in connection with a breach of the Depositor, shall, in addition to whatever rights the Trustee may have Servicer's obligations under this Agreement Section 6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited (if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal year of the Servicer. Notwithstanding the foregoing, a copy of all assessments, attestations, reports and at law or equity or certifications required to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of be delivered by the Servicer under this Agreement and in and shall be delivered to the Mortgage Loans Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addressees shall include the Master Servicer and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant entitled to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryrely on such documents.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser, not later than to deliver to the Purchaser or its designee on or before March 15 1 of each calendar year beginning in 20082006, but in no event later than March 15th of each calendar year beginning in 2006, an Officer's Officers’ Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer Company shall deliver an Annual Certification officer’s certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (cb) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by on or before March 1 of each calendar year beginning in 2006, but in no event later than March 15th of each calendar year beginning in 2006, an officer of the Company shall execute and deliver an Officers’ Certificate (an “Annual Certification”) to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officers’ certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Company. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. 11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Certificate officers' certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its useuse that would prohibit the Purchaser, the Depositor or any Master Servicer to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder, and its filing under such laws and regulations. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officerofficer's Certificate certificate (an "Annual Certification") to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event later than March 15th of such year. (d) Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 2008commencing with 2007 and continuing each year thereafter, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008commencing with 2007 and continuing each year thereafter, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is "participating in the servicing function" pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure of . In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to comply with the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Annual Statement of Compliance pursuant to this Section 3.16 (including 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the timeframes required in this Section) shall be deemed an Event period of Default, and the Trustee, at the direction of the Depositor, shall, in addition time it was subject to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 Master Servicer, then the Servicer agrees that it shall contribute to the contraryamount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 6.04 or Section 6.09 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to such requesting party a copy of the audited (if such financial statements are available, otherwise unaudited) financial statements of the Servicer for the most recent fiscal year of the Servicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer subservicer or Subcontractor subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer subservicer or Subcontractor subcontractor to the Depositor and the Trustee as described above as and when required with respect to the ServicerTrustee. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officerofficer's Certificate certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliatesaffiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Certificate officers’ certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its useuse that would prohibit the Purchaser, the Depositor or any Master Servicer to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder, and its filing under such laws and regulations. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event later than March 15th of such year. (d) Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer's certificate (an "Annual Certification") of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers’ Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. M. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance and Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance and Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. 16. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and any Master Servicer, not using its best efforts to deliver on March 1, but in no event later than March 15 15, of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Owner (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by using its best efforts to deliver on March 15th 1, but in no event later than March 15, of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Officers' Certificate (an "Annual Certification") to the Owner, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. F. In the event that the Servicer has delegated any servicing responsibilities fails to timely comply with respect to this Section 6.04 after the Mortgage Loans to a Subservicer or Subcontractorcure period set forth herein, commencing on March 15th of the related year, the Servicer Owner shall deliver an Annual Certification use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the Subservicer as described above as related year (or such extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to each Subservicer as provide the required Assessment of Compliance and when required with respect to the Servicer. (c) Failure of Attestation Report on a timely basis, and a one time additional failure by the Servicer to comply with this Section 3.16 (including 6.04, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the timeframes required Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section) Section 6.04 shall be deemed an Event of Default, automatically at such time, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Owner may, in addition to whatever rights the Trustee Owner may have under this Agreement Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Annual Statement of Compliance or Annual Certification will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence, bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year (or applicable portion thereof) and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such yearyear (or applicable 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer's certificate (an "Annual Certification") of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser, not any Securitization Master Servicer and any Depositor using best efforts by March 1, but it no event later than March 15 of each calendar year beginning in 20082007, an Officer's Officers’ Certificate signed by an authorized officer of the Company (an "“Annual Statement of Compliance") stating”), as to each signatory thereof, the effect that (i) a review of the activities of each such party the Company during the preceding calendar year (or applicable portion thereof) and of its performance under this Agreement or other applicable Reconstitution Agreement during such period has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other Reconstitution Agreement in all material respects throughout such yearcalendar year (or applicable 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. The Company shall cause each Servicer, Subservicer, and Subcontractor determined by the Company pursuant to Section 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver an annual compliance certification required of such Servicer, Subservicer or Subcontractor under Item 1123 of Regulation AB as and when required with respect to the Company. (b) With respect to any Mortgage Loans that are the subject of a Securitization Transaction, using best efforts by March 1, but in no event later than March 15 of each calendar year beginning in 2007, an authorized officer of the Company shall execute and deliver an officer’s certificate (an “Annual Certification”) to the Purchaser, any Securitization Master Servicer and any related Depositor and any other Person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act on behalf of an asset-backed issuer for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, in the form attached hereto as Exhibit J. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorServicer, the Company shall deliver an Annual Certification of the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Servicer as and when required with respect to the Servicer. Company. The Company acknowledges that the parties identified in this Clause (b) With respect may rely on the certification provided by the Company pursuant to this clause (b) in signing such parties’ own forms of annual certifications and filing such with the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCommission. (c) Failure of the Servicer Company to timely comply with this Section 3.16 (including 6.04 with respect to the timeframes required in this Section) its own Officer’s Certificate or its own Annual Certification shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser, at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. Failure of the Trustee Company to comply with this Section 3.16 (including 6.04 with respect to the timeframes required in this Section) which failure results in an Officer’s Certificate or Annual Certification to be executed by a failure to timely file the Form 10-K Subservicer or Servicer shall be deemed a default which may result in an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the termination of the Trustee pursuant to Section 9.08 Purchaser, and the Depositor Purchaser may, in addition to whatever rights the Depositor Purchaser may have under this Agreement Sections 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon direct the Company, at the Company’s expense, to terminate the servicing rights and responsibilities of said Subservicer or Servicer with respect to the Mortgage Loans being serviced by said Subservicer or Servicer and to replace such Subservicer or Servicer with another Subservicer or Servicer. In the event that the Company does not begin to make such a replacement within ten (10) Business Days of receiving written notice immediately from the Purchaser directing that such replacement be made, Purchaser may, in addition to whatever rights the Purchaser may have under Sections 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Trustee Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. For purposes of this paragraph only, and with respect to any Mortgage Loan that has been securitized, the term “Purchaser” shall include the related Securitization Master Servicer, who may exercise the rights and remedies of the Purchaser provided for by this paragraph; provided, however, that, for purposes of this paragraph, the Securitization Master Servicer shall not constitute the Purchaser for purposes of, and shall have no rights as Purchaser pursuant to, Section 8.01. 14. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser, not later than to deliver to the Purchaser or its designee on or before March 15 1 of each calendar year beginning in 20082006, but in no event later than March 15th of each calendar year beginning in 2006, an Officer's Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer Company shall deliver an Annual Certification officer's certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (cb) With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by on or before March 1 of each calendar year beginning in 2006, but in no event later than March 15th of each calendar year beginning in 2006, an officer of the Company shall execute and deliver an Officers' Certificate (an "Annual Certification") to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a "Master Servicer") and any related depositor (a "Depositor") for the benefit of each such entity and such entity's affiliates and the officers, directors and agents of any such entity and such entity's affiliates, in the form attached hereto as Exhibit L. In the event that the Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Company shall deliver an officers' certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the Company. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and the Trusteewithout any cure period, at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers' Certificate acceptable to the Purchaser (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer's certificate (an "Annual Certification") of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. EXHIBIT L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's Officers’ Certificate acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Company during the preceding calendar year (or applicable portion thereof) and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such yearyear (or applicable 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer’s certificate (an “Annual Certification”) of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. L. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company for the same, as provided in Section 9.01. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall Company will deliver to the DepositorPurchaser and any Master Servicer, not later than March 15 1 of each calendar year beginning in 20082007, an Officer's ’s Certificate reasonably acceptable to the Purchaser (an "“Annual Statement of Compliance"”) stating, as to each the signatory thereof, that (i) a review of the servicing activities of each such party the Company during the preceding calendar year and of its servicing performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Company has fulfilled all of its servicing-related obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Company to the Purchaser upon request and by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall cause such deliver an officer’s certificate (an “Annual Certification”) of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the ServicerCompany. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1 of each calendar year beginning in 20082007, an officer of the Servicer Company shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Purchaser, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates that are transaction parties and the officers, directors and agents of any such entities that may rely on such Annual Certification in the Depositor and the Depositor's Affiliatesfulfillment of their obligations with respect to Regulation AB, in the form attached hereto as Exhibit S. K. In the event that the Servicer Company has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer Company shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerCompany. (c) If the Company cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer Company to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteePurchaser as set forth in 6.04(c), at the direction of the Depositor, shalland Purchaser may, in addition to whatever rights the Trustee Purchaser may have under this Agreement Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer Company except for the samecompensation and rights arising prior to such termination. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Such termination shall be deemed a default which may result in the termination of the Trustee considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 20082007, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's ’s Certificate (an "“Annual Certification"”) to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such Subcontractor is “participating in the servicing function” pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each such Subservicer and Subcontractor, as and when required with respect to the Servicer. (c) Failure . The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 comply hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.16 (including with respect 6.04 or Section 6.09 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction such requesting party a copy of the Depositoraudited (if such financial statements are available, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations otherwise unaudited) financial statements of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure most recent fiscal year of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryServicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 2008, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. Q-1. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 1st of each calendar year beginning in 20082007, an Officer's Officers' Certificate (an "Annual Statement of Compliance") stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers' supervision and (ii) to the best of such officer's officers' knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its useuse to the extent used in connection with a Pass-Through Transfer for compliance with Regulation AB or as otherwise required by law. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such deliver an officer's certificate (an "Annual Certification") of the Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer with respect to the applicable Mortgage Loans and such servicing responsibilities as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by March 15th 1st of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") Certification to the Owner, the Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositorsuch entity's Affiliates affiliates and the officers, directors and agents of the Depositor any such entity and the Depositorsuch entity's Affiliatesaffiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer with respect to the applicable Mortgage Loans and such servicing responsibilities as and when required with respect to the Servicer. (c) If the Servicer cannot deliver the related Annual Statement of Compliance or Annual Certification by March 1st of such year, the Owner, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance or Annual Certification, but in no event later than March 10th of such year. Failure of the Servicer to timely comply with this Section 3.16 (including with respect to the timeframes required in this Section) 6.04 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the TrusteeOwner as set forth in Section 6.04(c), at the direction of the Depositor, shalland Owner may, in addition to whatever rights the Trustee Owner may have under this Agreement Section 8.01 and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of , as provided in Section 9.01 (except the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K Servicer shall be deemed a default which may result entitled to any reimbursements set forth in the Agreement). Such termination of the Trustee shall be considered with cause pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under 10.01 of this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. 11. Article VI of the Agreement is hereby amended effective as of the date hereof by deleting Section 6.05 in its entirety and replacing it with the following:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and the Master Servicer, not later than March 15 15th of each calendar year beginning in 20082007, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement shall be provided by the Servicer to the Owner upon request and by the Owner to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar an Annual Statement of Compliance by that of the Subservicer or Subcontractor to the Depositor and the Trustee as described above as to each Subservicer as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's ’s Certificate (an "“Annual Certification"”) to the Owner, the Master Servicer, the Securities Administrator, and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. G. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the extent such party is “participating in the servicing function” pursuant to Item 1122 of Regulation AB, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer and Subcontractor, to the extent such party is “participating in the servicing function” pursuant to Item 1122 of Regulation AB, as and when required with respect to the Servicer. (c) Failure . The Servicer shall indemnify and hold harmless the Master Servicer and its 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 6.04 or Section 6.09 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 comply hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.16 (including with respect 6.09(b) or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. Upon request by the Owner or the Master Servicer, the Servicer will deliver to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction such requesting party a copy of the Depositoraudited (if such financial statements are available, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations otherwise unaudited) financial statements of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure most recent fiscal year of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryServicer.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 2008, an Officer's ’s Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's ’s Certificate (an "“Annual Certification"”) to the Depositor for the benefit of the Depositor and the Depositor's ’s Affiliates and the officers, directors and agents of the Depositor and the Depositor's ’s Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall deliver to the Depositor, not later than March 15 of each calendar year beginning in 20082007, an Officer's Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party during the preceding calendar year and of its performance under this Agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's knowledge, based on such review, each such party has fulfilled all of its obligations under this Agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Certificate officer’s certificate (an "“Annual Certification"”) to the Depositor for the benefit of the Depositor and the Depositor's Affiliates affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates’s affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall deliver an Annual Certification of the Subservicer as described above as to each Subservicer as and when required with respect to the Servicer. (c) Failure of the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee, at the direction of the Depositor, shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and the Trustee shall will deliver to the DepositorOwner and any Master Servicer, not using its best efforts to deliver on March 1, but in no event later than March 15 15, of each calendar year beginning in 20082007, an Officer's Officers’ Certificate acceptable to the Owner (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Servicer during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's officers’ supervision and (ii) to the best of such officer's officers’ knowledge, based on such review, each such party the Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, 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 of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, by using its best efforts to deliver on March 15th 1, but in no event later than March 15, of each calendar year beginning in 20082007, an officer of the Servicer shall execute and deliver an Officer's Officers’ Certificate (an "“Annual Certification"”) to the Owner, any Master Servicer and any related Depositor for the benefit of the Depositor each such entity and the Depositor's Affiliates such entity’s affiliates and the officers, directors and agents of the Depositor any such entity and the Depositor's Affiliatessuch entity’s affiliates, in the form attached hereto as Exhibit S. In H. With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer that is subject to the reporting requirements of the Exchange Act, in the event that the Servicer has delegated any servicing responsibilities fails to timely comply with respect to this Section 6.04 after March 15th of the Mortgage Loans to a Subservicer or Subcontractorrelated year, the Servicer Depositor of such Pass-Through Transfer shall deliver an Annual Certification use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the Subservicer as described above as related year (or such extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Depositor) that such failure to each Subservicer as provide the required Annual Statement of Compliance on a timely basis, and when required with respect to the Servicer. (c) Failure of a one time additional failure by the Servicer to comply with this Section 3.16 (including 6.04, will not result in any adverse effect on the Depositor or its affiliates with respect to any Shelf Registration on Form S-3 of the timeframes required Depositor or any of its affiliates. Any costs or expenses incurred by the Depositor in obtaining such statement or assurances from the Commission shall be reimbursed to the Depositor by the Servicer. In the event that the Depositor is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section) Section 6.04 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and the Trustee, at the direction of the Depositor, shallDepositor or any Master Servicer may, in addition to whatever rights the Trustee Depositor or any Master Servicer may have under this Agreement Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Annual Statement of Compliance or Annual Certification within the required timeframes set forth herein will be treated as a failure of the Trustee Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence, bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement. (f) The fifth and sixth paragraphs of Section 6.09 of the Servicing Agreement are deleted in their entirety and replaced with the following: With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer that is subject to the reporting requirements of the Exchange Act, in the event that the Servicer fails to timely comply with this Section 6.10 by March 15th of the related year, the Owner shall use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the related year (or such extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Depositor) that such failure to provide the required Assessment of Compliance and Attestation Report on a timely basis, and a one time additional failure by the Servicer to comply with this Section 3.16 (including 6.10, will not result in any adverse effect on the Depositor or its affiliates with respect to any Shelf Registration on Form S-3 of the timeframes required Depositor or any of its affiliates. Any costs or expenses incurred by the Depositor in obtaining such statement or assurances from the Commission shall be reimbursed to the Depositor by the Servicer. In the event that the Depositor is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section) which failure results in a failure to timely file the Form 10-K Section 6.10 shall be deemed a default which may result in the termination an Event of the Trustee pursuant to Section 9.08 Default, automatically at such time, without notice and without any cure period, and the Depositor or any Master Servicer may, in addition to whatever rights the Depositor or any Master Servicer may have under this Agreement Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Assessment of Compliance or Attestation Report within the required timeframes set forth herein will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. (g) The following is added as Section 6.11 of the Servicing Agreement:

Annual Statement as to Compliance; Annual Certification. (a) The Servicer and If requested by the Trustee shall Purchaser, the Seller will deliver to the DepositorPurchaser, not later than March 15 of each 60 calendar year days following such request, beginning in 2008, an Officer's Officers’ Certificate (an "“Annual Statement of Compliance"”) stating, as to each signatory thereof, that (i) a review of the activities of each such party the Seller during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement has been made under such officer's ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, each such party the Seller has fulfilled all of its obligations under this Agreement in all material respects or other applicable servicing agreement throughout such year, or, if there has been a failure to fulfill any such obligation in any material respectobligation, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement Copies of Compliance such statement shall contain no restrictions or limitations on its usebe provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. The Purchaser shall notify the Seller prior to providing any such copies. In the event that the Servicer Seller has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or SubcontractorSubservicer, the Servicer shall cause such Subservicer or Subcontractor to deliver a similar Annual Statement of Compliance by that Subservicer or Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer. (b) With respect to the Mortgage Loans, by March 15th of each calendar year beginning in 2008, the Servicer shall execute and deliver an Officer's Certificate (an "Annual Certification") to the Depositor for the benefit of the Depositor and the Depositor's Affiliates and the officers, directors and agents of the Depositor and the Depositor's Affiliates, in the form attached hereto as Exhibit S. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer or Subcontractor, the Servicer Seller shall deliver an Annual Certification officer’s certificate of the Subservicer as described above as to each Subservicer as and when required with respect to the ServicerSeller. Nothwithstanding the foregoing, Purchaser and Seller agree and acknowledge that delivery of a statement of compliance by the Seller pursuant to Subsection 13.04 shall fully satisfy the requirements of this Subsection 11.23(a). (b) [Reserved] (c) Failure of The Seller shall indemnify and hold harmless the Servicer to comply with this Section 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultMaster Servicer, and the Trustee, at the direction of the Depositor, shallthe Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, in addition to whatever rights any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and agents (any such person, an “Indemnified Party”) 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 Trustee may have Seller or any of its officers, directors, agents or affiliates of its obligations under this Agreement and at law Section 11.23 or equity Section 11.24, or to damagesthe negligence, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations bad faith or willful misconduct of the Servicer Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Agreement and Section 11.23 or Section 11.24, or the Seller’s negligence, bad faith or willful misconduct in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. Failure of the Trustee to comply with this Section 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryconnection therewith.