Common use of Annual Statement of Compliance Clause in Contracts

Annual Statement of Compliance. (a) Not later than March 15th of each calendar year commencing in 2007, the Trustee and the Custodian shall deliver, and the Trustee shall cause each Subcontractor utilized by the Trustee and determined by the Trustee to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB (in each case, a “Servicing Function Participant”), to deliver, each at its own expense, to the Depositor and the Trustee, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 of the Trust Agreement, including, if there has been any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 4.05(c). The Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria (and Servicing Function Participant engaged or utilized by the Trustee), as the case may be. None of the Trustee, the Custodian or Servicing Function Participant shall be required to cause the delivery of any such assessments if it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year commencing in 2007, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized by the Trustee to cause, each at its own expense, a registered public accounting firm (which may also render other services to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation report, the Depositor shall review the report and, if applicable, consult with the Trustee or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged or utilized by the Trustee), as the case may be, in the fulfillment of any of the Trustee’s, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant shall be required to cause the delivery of any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (c) No later than February 1 of each fiscal year, commencing in 2007, in which a Form 10-K will be required to be filed in respect of the Trust for the preceeding calendar year, the Trustee shall notify the Depositor as to the name of each Servicing Function Participant utilized by it, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(a), the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by it.

Annual Statement of Compliance. (a) Not later than March 15th of each calendar year commencing in 20072008, the Trustee and the Custodian shall deliver, and the Trustee shall cause each Subcontractor utilized by the Trustee and determined by the Trustee to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB (in each case, a “Servicing Function Participant”), to deliver, each at its own expense, to the Depositor and the Trustee, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 of the Trust Agreement, including, if there has been any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 4.05(c). The Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria (and Servicing Function Participant engaged or utilized by the Trustee), as the case may be. None of the Trustee, the Custodian or Servicing Function Participant shall be required to cause the delivery of any such assessments if it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year commencing in 20072008, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized by the Trustee to cause, each at its own expense, a registered public accounting firm (which may also render other services to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation report, the Depositor shall review the report and, if applicable, consult with the Trustee or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged or utilized by the Trustee), as the case may be, in the fulfillment of any of the Trustee’s, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant shall be required to cause the delivery of any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (c) No later than February March 1 of each fiscal year, commencing in 20072008, in which a Form 10-K will be required to be filed in respect of the Trust for the preceeding calendar year, the Trustee shall notify the Depositor as to the name of each Servicing Function Participant utilized by it, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(a), the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by it.

Annual Statement of Compliance. (a) Not later than March 15th of each calendar year commencing in 20072008, the Trustee and the Custodian shall deliver, and the Trustee shall cause each Subcontractor utilized by the Trustee and determined by the Trustee to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB (in each case, a “Servicing Function Participant”), to deliver, each at its own expense, to the Depositor Depositor, the Certificate Insurer and the Trustee, a report on an assessment of compliance in a Microsoft Word format (or other word processing format that is reasonably acceptable to the Trustee) with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 of the this Trust Agreement, including, if there has been any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N hereto, or as set forth in the notification furnished to the Depositor Depositor, the Certificate Insurer and the Trustee pursuant to Section 4.05(c). The Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer and the Servicer, as to the nature of any material instance of noncompliance with the Servicing Criteria (and Servicing Function Participant engaged or utilized by the Trustee), as the case may be. None of the Trustee, the Custodian or Servicing Function Participant shall be required to cause the delivery of any such assessments if it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year commencing in 20072008, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized by the Trustee to cause, each at its own expense, a registered public accounting firm (which may also render other services to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee Trustee, the Certificate Insurer and the DepositorDepositor in a Microsoft Word format (or other word processing format that is reasonably acceptable to the Trustee), with a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation report, the Depositor shall review the report and, if applicable, consult with the Trustee or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged or utilized by the Trustee), as the case may be, in the fulfillment of any of the Trustee’s, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant shall be required to cause the delivery of any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (c) No later than February March 1 of each fiscal year, commencing in 20072008, in which a Form 10-K will be required to be filed in respect of the Trust for the preceeding preceding calendar year, the Trustee shall notify the Depositor as to the name of each Servicing Function Participant utilized by it, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(a), the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by it. (d) Each of the other parties to this Agreement shall deliver to the Trustee in the format required (or readily convertible into the format required) for electronic filing via the XXXXX system, any and all items required to be delivered by such party pursuant to this Agreement and contemplated to be filed with the Commission pursuant to this Section.

Annual Statement of Compliance. (a) Not The Company will deliver to the Purchaser, the Master Servicer and any Depositor, not later than March 15th 15 of each calendar year commencing beginning in 2007, an Officers’ Certificate acceptable to the Trustee Purchaser and addressed to the Custodian shall deliverPurchaser, the Master Servicer and any Depositor (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Company during the immediately preceding calendar year (or applicable portion thereof) and of performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officers’ supervision, and (ii) to the Trustee shall cause each Subcontractor utilized by best of such officers’ knowledge, based on such review, the Trustee and determined by the Trustee to be “participating Company has fulfilled all of its obligations under this Agreement or any applicable Reconstitution Agreement in a servicing function” within the meaning of Item 1122 of Regulation AB all material respects throughout such year (in each case, a “Servicing Function Participant”or applicable portion thereof), to deliver, each at its own expense, to the Depositor and the Trustee, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 of the Trust Agreement, includingor, if there has been a failure to fulfill any such obligation in any material instance of noncompliance with the applicable Servicing Criteriarespect, a discussion of specifying each such failure known to such officers and the nature and status of cure provisions thereof, and (D) a . Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Copies of such statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed provided by the Company to the Depositor Purchaser upon request and signed by an authorized officer the Purchaser to any Person identified as a prospective purchaser of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 4.05(c). The Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria (and Servicing Function Participant engaged or utilized by the Trustee), as the case may be. None of the Trustee, the Custodian or Servicing Function Participant shall be required to cause the delivery of any such assessments if it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year commencing in 2007, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized by the Trustee to cause, each at its own expense, a registered public accounting firm (which may also render other services to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to itMortgage Loans. 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 overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable Annual Statement of Compliance of the Subservicer as described above as to express such an opinioneach Subservicer as and when required with respect to the Company. Each such related accountant’s attestation report Failure of the Company to timely comply with this Section 10.04 shall be made in accordance with Rules 1-02(a)(3) deemed an Event of Default, automatically, without notice and 2-02(g) of Regulation S-X under without any cure period, unless otherwise agreed to by the Securities Act Purchaser, and the Exchange ActPurchaser may, in addition to whatever rights the Purchaser may have under Section 11.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 21.01. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation report, the Depositor shall review the report and, if applicable, consult with the Trustee or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged or utilized by the Trustee), as the case may be, in the fulfillment of any of the Trustee’s, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant termination shall be required to considered with cause the delivery of any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (c) No later than February 1 of each fiscal year, commencing in 2007, in which a Form 10-K will be required to be filed in respect of the Trust for the preceeding calendar year, the Trustee shall notify the Depositor as to the name of each Servicing Function Participant utilized by it, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(a), 21.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by itcontrary.

Annual Statement of Compliance. (a) Not later than March 15th of each calendar year commencing in 2007The Master Servicer, the Trustee Securities Administrator, NYMT Servicing and Cenlar FSB shall deliver (or otherwise make available) (and the Custodian shall deliverMaster Servicer, Securities Administrator, NYMT Servicing and the Trustee Subservicer shall cause each Subcontractor utilized by the Trustee and determined by the Trustee to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB (in each case, a “any Servicing Function Participant”), Participant engaged by it to deliver, each at its own expense, ) to the Depositor and the TrusteeSecurities Administrator on or before March 1 (with a ten-calendar day cure period) of each year, a report on commencing in March 2007, an assessment of compliance with Officer’s Certificate stating, as to the Servicing Criteria applicable to it signer thereof, that contains (A) a statement by review of such party party’s activities during the preceding calendar year or portion thereof and of its responsibility for assessing compliance with such party’s performance under this Agreement, or such other applicable agreement in the case of a Servicing Criteria applicable to itFunction Participant, has been made under such officer’s supervision and (B) a statement that to the best of such officer’s knowledge, based on such review, such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 of the Trust has fulfilled all its obligations under this Agreement, includingor such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material instance of noncompliance with the applicable Servicing Criteriarespect, a discussion of specifying each such failure known to such officer and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 4.05(c). The Trustee and the Custodian hereby acknowledge and agree that their respective assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such party. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria (and Servicing Function Participant engaged or utilized by the Trustee), as the case may be. None of the Trustee, the Custodian or Servicing Function Participant shall be required to cause the delivery of any such assessments if it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th The Master Servicer shall include all annual statements of each calendar year commencing in 2007, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized compliance received by the Trustee to cause, each at it from ABN AMRO with its own expense, a registered public accounting firm (which may also render other services annual statement of compliance to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report be submitted to the Trustee and the Depositor, with a copy Securities Administrator pursuant to the Rating Agencies, to the effect that this Section. (ic) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressedthe Master Servicer, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation reportAdministrator, the Depositor shall review the report andNYMT Servicing, if applicable, consult with the Trustee Cenlar FSB or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged by any such party is terminated or utilized by resigns pursuant to the Trustee)terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, in such party shall provide an Officer’s Certificate pursuant to this Section 9.05 or to such applicable agreement, as the fulfillment of any of the Trustee’scase may be, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant shall be required to cause the delivery of notwithstanding any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar yeartermination, assignment or resignation. (cd) No later than February 1 Copies of each fiscal yearsuch statements shall be provided to any Certificateholder upon request, commencing in 2007, in which a Form 10-K will be required by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to be filed in respect of provide such copies (unless (i) the Trust for Master Servicer shall have failed to provide the preceeding calendar year, Trustee with such statement or (ii) the Trustee shall notify be unaware of the Depositor as Master Servicer’s failure to the name of each Servicing Function Participant utilized by it, and each provide such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(astatement), the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by it.

Annual Statement of Compliance. (a) Not later than March 15th 5th of each calendar year commencing in 2007, the Trustee and the Custodian Servicer shall deliver, and the Trustee Servicer shall cause each Subservicer engaged by the Servicer and the Servicer shall cause each Subcontractor utilized by the Trustee Servicer (or by any such Subservicer) and determined by the Trustee Servicer, as applicable, pursuant to Section 3.19(e) to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB (in each case, a “Servicing Function Participant”), to deliver, each at its own expense, to the Depositor and the Trustee, a report on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such party of its responsibility for assessing compliance with the Servicing Criteria applicable to it, (B) a statement that such party used the Servicing Criteria to assess compliance with the applicable Servicing Criteria, (C) such party’s assessment of compliance with the applicable Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.14 6.04 of the Trust Agreement, including, if there has been any material instance of noncompliance with the applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Person’s assessment of compliance with the applicable Servicing Criteria as of and for such period. Each such assessment of compliance report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address each of the applicable Servicing Criteria set forth on Exhibit N J hereto, or as set forth in the notification furnished to the Depositor and the Trustee pursuant to Section 4.05(c5.05(c). The Trustee Servicer hereby acknowledges and the Custodian hereby acknowledge and agree agrees that their respective its assessments of compliance will cover the items identified on Exhibit N hereto are being covered by such partyJ hereto. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Trustee or the Custodian, as applicable, Servicer as to the nature of any material instance of noncompliance with the Servicing Criteria (and each Subservicer or Servicing Function Participant engaged or utilized by the TrusteeServicer or such Subservicer, as applicable), as the case may be. None of the TrusteeServicer, the Custodian or any Subservicer or Servicing Function Participant shall be required to cause the delivery of any such assessments if until March 10th in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year commencing in 2007, the Trustee and the Custodian shall cause, and the Trustee shall cause each Servicing Function Participant utilized by the Trustee to cause, each at its own expense, a registered public accounting firm (which may also render other services to such party) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Person, which includes an assertion that such Person has complied with the Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, that attests to and reports on such Person’s assessment of compliance with the Servicing Criteria applicable to it. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such accountants’ attestation report, the Depositor shall review the report and, if applicable, consult with the Trustee or the Custodian, as applicable, as to the nature of any defaults by the Trustee or the Custodian, as applicable, (and each Servicing Function Participant engaged or utilized by the Trustee), as the case may be, in the fulfillment of any of the Trustee’s, the Custodian’s or the applicable Servicing Function Participant’s obligations hereunder. None of the Trustee or the Custodian or the Servicing Function Participant shall be required to cause the delivery of any such attestation required by this paragraph in any year in which a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. (c) No later than February 1 of each fiscal year, commencing in 2007, in which a Form 10-K will be required to be filed in respect of the Trust for the preceeding calendar year, the Trustee shall notify the Depositor as to the name of each Servicing Function Participant utilized by it, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant in each case, to the extent of any change from the prior year’s notice, if any. When the Trustee submits its assessment pursuant to Section 4.05(a), the Trustee will also at such time include the assessment (and related attestation pursuant to Section 4.05(b)) of each Servicing Function Participant utilized by it.