Common use of Assessment of Compliance and Attestation Report Clause in Contracts

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, the Trustee and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Trustee and the Depositor on or before March 15th of each calendar year beginning in 2008, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Servicer or the Trustee. On or before March 15th of each calendar year beginning in 2008, the Servicer, the Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish to the Trustee and the Depositor a report (an “Attestation Report”) by such registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Trustee, the Custodian, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Servicer to comply with this Section 3.21 shall be deemed a Servicer Event of Termination, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Trustee may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, the Trustee and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Trustee and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Servicer or the Trustee. On or before March 15th of each calendar year beginning in 20082007, the Servicer, the Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish to the Trustee and the Depositor a report (an “Attestation Report”) by such registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Trustee, the Custodian, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Servicer to comply with this Section 3.21 shall be deemed a Servicer Event of Termination, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Trustee may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessment of Compliance and Attestation Report. The Servicer shall service and administer the Mortgage Loans in accordance with all requirements of the Servicing Criteria applicable to the Servicer (as set forth in Exhibit O hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, unless a Form 15 Suspension Notice shall have been filed, shall deliver to the Indenture Trustee and the Custodian shall deliver Insurer (so long as the Class A Notes are Outstanding or otherwise make available if notice of such other means of delivery is provided) any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer), via electronic mail to XXXXX.Xxxxxxxxxxxxx@xx.xxx, on or before March 15th of each calendar year beginning in 20082007, a report regarding such partythe Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (c) An assessment by such officer of such partythe Servicer’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failureperiod, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such partythe Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such partythe Servicer’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S O hereto which are indicated as applicable to the Servicer or the TrusteeServicer. On or before March 15th of each calendar year beginning in 20082007, the Servicer, the Trustee and the Custodian, each at its own expense, Servicer shall cause a registered public accounting firm to furnish to the Indenture Trustee and the Depositor a report (an “Attestation Report”) by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such partythe Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause and any Sub-Servicer Subservicer, and each subcontractor engaged determined by it and determined the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessmentabove. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABany Subservicer, shall at a minimum address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party O hereto which are indicated as set forth on Exhibit S and notify the Depositor of applicable to any exceptions. “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt If the Servicer cannot deliver any Assessment of each Compliance or Attestation Report by March 15th of such assessment of compliance and attestation reportyear, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Indenture Trustee, the Custodianat its sole option, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause permit a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust cure period for the preceding calendar Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year, failure . Failure of the Servicer to timely comply with this Section 3.21 shall 3.11 may be deemed a Servicer an Event of Servicer Termination. The Indenture Trustee shall, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equityequity or to damages, including injunctive relief and specific performance, give notice to Certificateholders Noteholders and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) that they have each has ten Business Days to object. If no such objection is received, the Indenture Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to the “trustee.”

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, the Trustee and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Trustee Trustee, the Depositor and the Depositor Certificate Insurer on or before March 15th of each calendar year beginning in 2008, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Servicer or the Trustee. On or before March 15th of each calendar year beginning in 2008, the Servicer, the Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish to the Trustee Trustee, the Depositor and the Depositor Certificate Insurer a report (an “Attestation Report”) by such registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Trustee, the Depositor and the Depositor Certificate Insurer an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Trustee, the Custodian, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Servicer to comply with this Section 3.21 shall be deemed a Servicer Event of Termination, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Trustee may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessment of Compliance and Attestation Report. The Servicer shall service and administer the Mortgage Loans in accordance with all requirements of the Servicing Criteria applicable to the Servicer (as set forth in Exhibit P hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, unless a Form 15 Suspension Notice shall have been filed, shall deliver to the Indenture Trustee and the Custodian shall deliver Insurer (so long as the Notes are Outstanding or otherwise make available if notice of such other means of delivery is provided) any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer), via electronic mail to XXXXX.Xxxxxxxxxxxxx@xx.xxx, on or before March 15th of each calendar year beginning in 2008, a report regarding such partythe Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (c) An assessment by such officer of such partythe Servicer’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failureperiod, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such partythe Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such partythe Servicer’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S P hereto which are indicated as applicable to the Servicer or the TrusteeServicer. On or before March 15th of each calendar year beginning in 2008, the Servicer, Servicer shall furnish to the Indenture Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer) a report (an “Attestation Report”) by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such partythe Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause and any Sub-Servicer Subservicer, and each subcontractor engaged determined by it and determined the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessmentabove. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABany Subservicer, shall at a minimum address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party P hereto which are indicated as set forth on Exhibit S and notify the Depositor of applicable to any exceptions. “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt If the Servicer cannot deliver any Assessment of each Compliance or Attestation Report by March 15th of such assessment of compliance and attestation reportyear, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Indenture Trustee, the Custodianat its sole option, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause permit a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust cure period for the preceding calendar Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year, failure . Failure of the Servicer to timely comply with this Section 3.21 shall 3.11 may be deemed a Servicer an Event of Servicer Termination. The Indenture Trustee shall, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equityequity or to damages, including injunctive relief and specific performance, give notice to Certificateholders Noteholders and the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) that they have each has ten Business Days to objectwaive the Event of Servicer Termination pursuant to this Section 3.11. If no such objection waiver is received, the Indenture Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to the “trustee.”

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Trustee and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Trustee and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Master Servicer or of the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Master Servicer or the Trustee. On or before March 15th of each calendar year beginning in 20082007, the Master Servicer, the Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish to the Trustee and the Depositor a report (an “Attestation Report”) by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Trustee, the Custodian, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Master Servicer to comply with this Section 3.21 shall be deemed a Master Servicer Event of Termination, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Trustee may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessment of Compliance and Attestation Report. The Servicer shall service and administer the Mortgage Loans in accordance with all requirements of the Servicing Criteria applicable to the Servicer (as set forth in Exhibit P hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, unless a Form 15 Suspension Notice shall have been filed, shall deliver to the Indenture Trustee and the Custodian shall deliver Insurer (so long as the Class A Notes are Outstanding or otherwise make available if notice of such other means of delivery is provided) any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer), via electronic mail to XXXXX.Xxxxxxxxxxxxx@xx.xxx, on or before March 15th of each calendar year beginning in 20082007, a report regarding such party’s the Servicer's assessment of compliance (an “"Assessment of Compliance”") with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (c) An assessment by such officer of such party’s the Servicer's compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failureperiod, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such partythe Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s the Servicer's Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S P hereto which are indicated as applicable to the Servicer or the TrusteeServicer. On or before March 15th of each calendar year beginning in 20082007, the Servicer, Servicer shall furnish to the Indenture Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer) a report (an “"Attestation Report”") by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such partythe Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause and any Sub-Servicer Subservicer, and each subcontractor engaged determined by it and determined the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessmentabove. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABany Subservicer, shall at a minimum address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party P hereto which are indicated as set forth on Exhibit S and notify the Depositor of applicable to any exceptions. "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt If the Servicer cannot deliver any Assessment of each Compliance or Attestation Report by March 15th of such assessment of compliance and attestation reportyear, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Indenture Trustee, the Custodianat its sole option, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause permit a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust cure period for the preceding calendar Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year, failure . Failure of the Servicer to timely comply with this Section 3.21 shall 3.11 may be deemed a Servicer an Event of Servicer Termination. The Indenture Trustee shall, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equityequity or to damages, including injunctive relief and specific performance, give notice to Certificateholders Noteholders and the Insurer (so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) that they have each has ten Business Days to object. If no such objection is received, the Indenture Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to the "trustee."

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, the Trustee Master Servicer, the Trust Administrator and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) and each such party shall cause any Servicing Function Participant engaged by it to deliver to the Trustee Trust Administrator, the Depositor and the Depositor Certificate Insurer on or before March 15th of each calendar year beginning in 2008, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, the Master Servicer, the Trust Administrator or the Custodian, as applicable, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer, the Master Servicer or the Trustee Trust Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB a Servicing Function Participant that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Servicer, the Master Servicer or the TrusteeTrust Administrator. On or before March 15th of each calendar year beginning in 2008, the Servicer, the Trustee Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each party shall cause any Servicing Function Participant engaged by it to cause a registered public accounting firm to furnish to the Trustee Trust Administrator, the Depositor and the Depositor Certificate Insurer a report (an “Attestation Report”) by such registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer, the Master Servicer and the Trustee Trust Administrator shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” a Servicing Function Participant within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Trust Administrator, the Depositor and the Depositor Certificate Insurer an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABa Servicing Function Participant, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee Trust Administrator shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee Trust Administrator shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the TrusteeTrust Administrator, the Master Servicer, the Custodian, or any Sub-servicer or subcontractor determined to be “participating a Servicing Function Participant in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Servicer to comply with this Section 3.21 shall be deemed a Servicer Event of Termination, and the Trustee Master Servicer may (with the consent of the DepositorDepositor and the Certificate Insurer), in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee Master Servicer shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessment of Compliance and Attestation Report. The Servicer shall service and administer the Mortgage Loans in accordance with all requirements of the Servicing Criteria applicable to the Servicer (as set forth in Exhibit P hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, unless a Form 15 Suspension Notice shall have been filed, shall deliver to the Indenture Trustee and the Custodian shall deliver Insurer (so long as the Notes are Outstanding or otherwise make available if notice of such other means of delivery is provided) any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer), via electronic mail to XXXXX.Xxxxxxxxxxxxx@xx.xxx, on or before March 15th of each calendar year beginning in 20082007, a report regarding such partythe Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (c) An assessment by such officer of such partythe Servicer’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failureperiod, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such partythe Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such partythe Servicer’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S P hereto which are indicated as applicable to the Servicer or the TrusteeServicer. On or before March 15th of each calendar year beginning in 20082007, the Servicer, Servicer shall furnish to the Indenture Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Trustee and the Depositor Insurer) a report (an “Attestation Report”) by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such partythe Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause and any Sub-Servicer Subservicer, and each subcontractor engaged determined by it and determined the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessmentabove. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABany Subservicer, shall at a minimum address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party P hereto which are indicated as set forth on Exhibit S and notify the Depositor of applicable to any exceptions. “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt If the Servicer cannot deliver any Assessment of each Compliance or Attestation Report by March 15th of such assessment of compliance and attestation reportyear, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Indenture Trustee, the Custodianat its sole option, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause permit a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust cure period for the preceding calendar Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year, failure . Failure of the Servicer to timely comply with this Section 3.21 shall 3.11 may be deemed a Servicer an Event of Servicer Termination. The Indenture Trustee shall, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equityequity or to damages, including injunctive relief and specific performance, give notice to Certificateholders Noteholders and the Insurer (so long as the Notes are Outstanding or any Reimbursement 66 Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) that they have each has ten Business Days to object. If no such objection is received, the Indenture Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to the “trustee.”

Assessment of Compliance and Attestation Report. The Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria (as set forth in Exhibit P hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Servicer, the Trustee and the Custodian Servicer shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Indenture Trustee and the Depositor (via electronic mail to XXXXX.Xxxxxxxxxxxxx@xx.xxx) on or before March 15th of each calendar year beginning in 20082007, a report regarding such party’s the Servicer's assessment of compliance (an “"Assessment of Compliance”") with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such partythe Servicer; (c) An assessment by such officer of such party’s the Servicer's compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failureperiod, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such partythe Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s the Servicer's Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S P hereto which are indicated as applicable to the Servicer or the TrusteeServicer. On or before March 15th of each calendar year beginning in 20082007, the Servicer, the Trustee and the Custodian, each at its own expense, Servicer shall cause a registered public accounting firm to furnish to the Indenture Trustee and the Depositor a report (an “"Attestation Report”") by such a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such partythe Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer and the Trustee shall cause and any Subsub-Servicer servicer, and each subcontractor engaged determined by it and determined the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessmentabove. Such Assessment of Compliance, as to each any Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation ABServicer, shall at a minimum address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party P hereto which are indicated as set forth on Exhibit S and notify the Depositor of applicable to any exceptions. "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt If the Servicer cannot deliver any Assessment of each Compliance or Attestation Report by March 15th of such assessment of compliance and attestation reportyear, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Servicer, the Indenture Trustee, the Custodianat its sole option, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause permit a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust cure period for the preceding calendar Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year, failure . Failure of the Servicer to timely comply with this Section 3.21 shall 3.11 may be deemed a Servicer an Event of TerminationDefault. The Indenture Trustee shall, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equityequity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to the "trustee."

Assessment of Compliance and Attestation Report. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Master Servicer, the Trustee and the Custodian shall deliver (or otherwise make available if notice of such other means of delivery is provided) to the Trustee and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report regarding such party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria (as set forth in Exhibit S hereto) during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party; (b) A statement by such officer that such officer used the Relevant Servicing Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to such party; (c) An assessment by such officer of such party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period and a discussion of the nature and status of each such failure, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on such party’s Assessment of Compliance with the Relevant Servicing Criteria for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans. In the event the Master Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause each Sub-Servicer and subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB that resigns or is terminated under any applicable agreement to provide, an annual Assessment of Compliance pursuant to this Section 3.21, coupled with an attestation as required hereunder with respect to the period of time that such party was subject to this Agreement or the period of time such party was subject to such other agreement. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the Master Servicer or the Trustee. On or before March 15th of each calendar year beginning in 20082007, the Master Servicer, the Trustee and the Custodian, each at its own expense, shall cause a registered public accounting firm to furnish to the Trustee and the Depositor a report (an “Attestation Report”) by such registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by such party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer and the Trustee shall cause any Sub-Servicer and each subcontractor engaged by it and determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above setting forth the Servicing Criteria addressed in such assessment. Such Assessment of Compliance, as to each Sub-Servicer and subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall address each of the Servicing Criteria applicable to it, as specified on Exhibit S hereto. The Trustee shall confirm that the assessments, taken individually, address the Servicing Criteria for each attesting party as set forth on Exhibit S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Promptly after receipt of each such assessment of compliance and attestation report, the Trustee shall confirm that each assessment submitted pursuant to this Section 3.21 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Master Servicer, the Trustee, the Custodian, or any Sub-servicer or subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure of the Master Servicer to comply with this Section 3.21 shall be deemed a Master Servicer Event of Termination, and the Trustee may (with the consent of the Depositor), in addition to whatever rights the Trustee may have under this Agreement and at law or in equity, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.