Common use of Assessments of Compliance and Attestation Reports Clause in Contracts

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Servicer and the Custodian Indenture Trustee (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor Indenture Trustee on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N H hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, that are backed by the same asset type as the Mortgage Loans;; and (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N H hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party specified in this Section shall furnish to the Master Servicer, Indenture Trustee and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 or the Indenture Trustee, as the case may be shall cause any subservicer subservicer, and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Such Assessment of Compliance, as to any subservicer, shall confirm that the assessments, taken as at a whole, minimum address all each of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth specified on Exhibit N and notify the Depositor of H hereto which are indicated as applicable to any exceptions. “primary servicer.” Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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 FundIssuing Entity. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Indenture Trustee shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall also provide an Assessment of Compliance and cause to be Attestation Report, as and when provided an Attestation Report pursuant to this Section 3.14 or above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit H hereto which are indicated as applicable to the related section “Indenture Trustee.” In addition, the Indenture Trustee shall deliver to the Sponsor and the Depositor an Assessment of such other applicable agreementCompliance and Attestation Report, as and when provided above, which shall at a minimum address each of the case may be, notwithstanding any such termination, assignment or resignationServicing Criteria specified on Exhibit H hereto which are indicated as applicable to a “custodian.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “"Attesting Party”") at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer officer, attached as Exhibit T, that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any "primary servicer." The Trustee shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually Assessments of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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." In addition, the Trustee shall cause the Custodian to deliver to the Trustee, the Servicer and the Depositor 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 a "custodian." Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Relevant Servicing CriteriaCriteria (as set forth in Exhibit N hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense Servicer shall deliver to the Trustee, the Master Servicer and the Depositor Trust Administrator on or before March 15th (with no cure period) of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Partythe Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of ComplianceCompliance must be reasonably satisfactory to the Trust Administrator, 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 the related Attesting PartyServicer; (b) A statement by such officer that such Attesting Party officer used the Relevant Servicing Criteria attached as Exhibit N heretoCriteria, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting PartyServicer; (c) An assessment by such officer of the related Attesting PartyServicer’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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, 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 the related Attesting PartyServicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and (e) A statement as to which of the Relevant Servicing Criteria, if any, are not applicable to such Attesting Partythe Servicer, which statement shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Partythe Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Relevant Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the related Attesting PartyServicer. Notwithstanding Promptly after receipt of each such report on assessment of compliance, (i) the foregoingDepositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the Trustee nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and on any Custodian, an Assessment similar exhibit set forth in each Servicing Agreement in respect of Compliance is not required each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust FundAdministrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.21, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 15th (with no cure period) of each calendar year beginning in 20082007, each Attesting Party the Servicer shall furnish to the Master Servicer, the Depositor and the Trustee Trust Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 shall cause each Sub-Servicer, subcontractor or other Person determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB (subject to the threshold limitation set forth in Instruction 2 thereof), to deliver to the Trust Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above for each year that the Trust is subject to the Exchange Act reporting requirements. Promptly after receipt of each such assessment of compliance and attestation report, the 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. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant 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, Servicing 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 subservicer and such termination, assignment or resignation. Such Assessment of Compliance, as to each Sub-Servicer, subcontractor or other Person determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually address applicable to the Servicing Criteria for each party engaging such Sub-Servicer, subcontractor or other Person, as set forth specified on Exhibit N and notify the Depositor of any exceptions. O. Notwithstanding the foregoing, as to any subcontractor (as defined in except for the related servicing agreement)Servicer, an Assessment of Compliance is not required to be delivered by any party unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to timely comply with this Section 3.14 (including with respect to the timeframes required in this Section) 3.21 shall be deemed an a Servicer Event of Default, and upon written receipt of written notice (which notice may be delivered electronically) from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, at the direction of the Depositor shallmay, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damagesequity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) 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. Failure same (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the Trustee to comply with this Section 3.14 (including with respect to the timeframes required manner provided in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameAgreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event Each of the Master Servicer, Servicer and the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party Trust Administrator shall also provide an Assessment of Compliance and cause Attestation Report, as and when provided above, which shall at a minimum address each of the Relevant Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to be provided an Attestation Report pursuant to each such party. Each of the Servicer, the Master Servicer and the Trust Administrator shall indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation3.21.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the each Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment Assessment of compliance Compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 Attestation Report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee Securities Administrator and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Attestation Reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer and each subcontractor engaged by it and determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to any “primary servicer.” The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee Securities Administrator information concerning the following: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer or the Company, as applicable, to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultDefault with respect to the Master Servicer and a Company Default with respect to the Company, and the Master Servicer or the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer applicable party for the same. Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee Securities Administrator pursuant to Section 9.08 10.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the each Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 3.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the each Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment Assessment of compliance Compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 Attestation Report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Servicer, Master Servicer, the Trustee Securities Administrator and the Custodian (each, each an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the applicable Servicing Criteria (as set forth in Exhibit H) during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, Compliance must contain the following: (ai) A statement by an authorized officer of such officer Attesting Party of its responsibility for assessing compliance with the Servicing Criteria applicable to the related such Attesting Party; (bii) A statement by such an authorized officer that of such Attesting Party that such officer used the Servicing Criteria attached as Exhibit N heretoCriteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related such Attesting Party; (ciii) An assessment by such an authorized officer of the related such Attesting Party of such Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related such Attesting Party, that are backed by the same asset type as the Mortgage Loans; (div) A statement that a registered public accounting firm has issued an attestation report on the related such Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and (ev) A statement as to which of the Servicing Criteria, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N H hereto which are indicated as applicable to the related such Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related such Attesting 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, Master Servicer Servicer, Securities Administrator and Custodian shall cause any subservicer Sub-Servicer engaged by it, and each subcontractor engaged by it and determined by it such party to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any Sub-Servicer, shall address each of the Servicing Criteria applicable to the Sub-Servicer. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit H hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N H and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In additionThe Custodian shall deliver to the Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, for as and when provided above, which shall at a minimum address each of the avoidance Servicing Criteria specified on Exhibit H hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of doubt and without duplication, Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Master Servicer shall (Trust Fund. The Custodian has not and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) not engage any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist Subcontractor which is “participating in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, servicing function” within the timeframes that meaning of Item 1122 of Regulation AB, unless such Subcontractor provides, beginning March 1, 2008, a report and a statement of a registered public accounting firm certifying its compliance with the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (applicable servicing criteria in Item 1121(a)(111122(d) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Servicer or Master Servicer to timely comply with this Section 3.14 (including with respect to the timeframes required in this Section) 3.21 shall be deemed an a Servicer Event of DefaultTermination or Master Servicer Event of Termination, as applicable, and the Indenture Trustee shall, at the direction of the Depositor shallDepositor, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer or Master Servicer Servicer, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer or Master Servicer Servicer, as applicable, for the same. Failure of the Trustee to comply with this Section 3.14 same (including other than as provided herein with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement unreimbursed Advances or Servicing Advances or accrued and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameunpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In The Successor Servicer or Successor Master Servicer shall immediately assume the event rights and obligations of the Servicer or Master Servicer, as applicable, under this Agreement. The Servicer shall indemnify and hold harmless the Depositor, the Custodian, the Master Servicer, the CustodianSecurities Administrator, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant toSponsor, the terms Owner Trustee and the Indenture Trustee and their respective officers, directors and Affiliates against and from any actual losses, damages, claims, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the AgreementServicer’s obligations under this Section 3.21. The Master Servicer shall indemnify and hold harmless the Depositor, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective officers, directors and Affiliates against and from any actual losses, damages, claims, penalties, fines, forfeitures, reasonable and necessary legal fees and related Custodial Agreementcosts, or judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.21. The Securities Administrator shall indemnify and hold harmless the Depositor, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective officers, directors and Affiliates against and from any actual losses, damages, claims, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other applicable agreement costs and expenses that such Person may sustain based upon a breach of the Securities Administrator’s obligations under this Section 3.21. Notwithstanding the foregoing provisions of Section 3.21, in any calendar year in which an annual report on Form 10-K is not required to be filed, then, in each such event, the case Servicer, Master Servicer and Securities Administrator may, in lieu of a subservicer or subcontractorproviding an assessment of compliance and attestation thereon in accordance with Item 1122 of Regulation AB, as the case may be, such party shall provide an Assessment of Compliance (and cause each Subservicer and Subcontractor described above to be provided provide) to the Depositor, the Sponsor and the Master Servicer, by not later than March 1 of such calendar year, an Attestation Annual Independent Public Accountants’ Servicing Report. If the Servicer, Master Servicer or Securities Administrator provides an Annual Independent Public Accountants’ Servicing Report pursuant to this Section 3.14 or paragraph, then the certification required to be delivered by the related section of such other applicable agreementServicer, Master Servicer and Securities Administrator, as applicable (and its Subservicers and Subcontractors), shall be in the case may be, notwithstanding any such termination, assignment or resignationform of Exhibit G-1 attached hereto.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Servicer and the Custodian Indenture Trustee (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Indenture Trustee and the Depositor on or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (bii) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment set forth in Item 1122(d) of Compliance, Regulation AB to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (ciii) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, that are backed by the same asset type as the Mortgage Loans; (div) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and (ev) A statement as to which of the Servicing Criteria, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N H hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, each Attesting Party specified in this Section shall furnish to the Master Servicer, Indenture Trustee and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 or the Indenture Trustee, as the case may be shall cause any subservicer subservicer, and each subcontractor determined by it to be materially “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligationsIssuing Entity. In addition, the Master Servicer Custodian shall cause each subservicer engaged by it to provide the following information deliver to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement Sponsor and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreementReport, as and when provided above, which shall at a minimum address each of the case may be, notwithstanding any such termination, assignment or resignationServicing Criteria specified on Exhibit H hereto which are indicated as applicable to a “custodian.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Servicer and the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Trustee and the Depositor on or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N L hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, that are backed by the same asset type as the Mortgage Loans;; and (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 2008, each Attesting Party specified in this Section shall furnish to the Master Servicer, Trustee and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 or the Trustee, as the case may be, shall cause any subservicer Subservicer, and each subcontractor determined by it to be materially “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)Subservicer or 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligationsIssuing Entity. In addition, the Master Servicer Custodian shall cause each subservicer engaged by it to provide the following information deliver to the Depositor and the TrusteeSponsor, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreementReport, as and when provided above, which shall at a minimum address each of the case may be, notwithstanding any such termination, assignment or resignationServicing Criteria specified on Exhibit L hereto which are indicated as applicable to a “custodian.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Servicer and the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Trustee and the Depositor on or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N L hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, that are backed by the same asset type as the Mortgage Loans;; and (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, each Attesting Party specified in this Section shall furnish to the Master Servicer, Trustee and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 or the Trustee, as the case may be, shall cause any subservicer Subservicer, and each subcontractor determined by it to be materially “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)Subservicer or 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligationsIssuing Entity. In addition, the Master Servicer Custodian shall cause each subservicer engaged by it to provide the following information deliver to the Depositor and the TrusteeSponsor, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreementReport, as and when provided above, which shall at a minimum address each of the case may be, notwithstanding any such termination, assignment or resignationServicing Criteria specified on Exhibit L hereto which are indicated as applicable to a “custodian.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Company, the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee information concerning the followingSecurities Administrator: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor 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 N hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Company to comply with this Section 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed constitute a default which may result in and at the termination written direction of the Depositor the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Grantor Trust Trustee (the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year in which a report on Form 10-K is required to be filed with the Commission with respect to the Grantor Trust Certificates, beginning in 2008, a report signed by an authorized officer of such party regarding such the Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of the Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such the Attesting Party used the Servicing Criteria attached as identified in Exhibit N hereto, and which will also be attached to the Assessment of Compliance, C hereto to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Securities; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such the Attesting Party, which statement shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such the Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansGrantor Trust Certificates. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which a report on Form 10-K is required to be filed with the Commission with respect to the Grantor Trust Certificates, beginning in 2008, each the Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor Each party to the Underlying Series that is determined by it the Depositor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, AB will be required to deliver provide to the Trustee, the Master Servicer Grantor Trust Trustee and the Depositor an assessment of compliance and attestation report pursuant to the Underlying Agreement. The Depositor, in its capacity as depositor for the Underlying Series, shall forward any assessment of compliance and attestation report to the Grantor Trust Trustee to the extent not otherwise received by the Grantor Trust Trustee (pursuant to the Underlying Agreement in its capacity as master servicer and securities administrator of the Underlying Series) and any other assessment of compliance and attestation report required to be filed under the related Form 10-K no later than two Business Days following March 15th in any calendar year in which a Form 10-K is required to be filed by the Trust. The Depositor will identify in writing by no later than January 30th of each year for which a Form 10-K is required to be filed for the Trust and provide any assessment of compliance and attestation report to the Grantor Trust Trustee required to be included in any Form 10-K to the extent not otherwise received by the Grantor Trust Trustee as set forth in the previous sentence and cause such assessment of compliance and attestation reports that are required to be included in such Form 10-K to be incorporated by reference. The Depositor shall confirm that each Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address delivered to it addresses all of the relevant Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor Grantor Trust Trustee of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Grantor Trust Trustee to comply with this Section 3.14 3.10 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Depositor, constitute a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Grantor Trust Trustee under this Agreement and in and to the Mortgage Loans Underlying Securities and the proceeds thereof without compensating the Grantor Trust Trustee for the samesame (but subject to the Grantor Trust Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Servicer and the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Trustee and the Depositor on or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment set forth in Item 1122(d) of Compliance, Regulation AB to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which the Issuing Entity is required to file a Form 10-K beginning in 20082007, each Attesting Party specified in this Section shall furnish to the Master Servicer, Trustee and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyServicer, 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 or the Trustee, as the case may be, shall cause any subservicer Subservicer, and each subcontractor determined by it to be materially “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)Subservicer or 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligationsIssuing Entity. In addition, the Master Servicer Custodian shall cause each subservicer engaged by it to provide the following information deliver to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement Sponsor and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreementReport, as and when provided above, which shall at a minimum address each of the case may be, notwithstanding any such termination, assignment or resignationServicing Criteria specified on Exhibit L hereto which are indicated as applicable to a “custodian.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer officer, attached as Exhibit T, that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually Assessments of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee, the Servicer and the Depositor 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 a “custodian.” Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N M hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and enforce the obligation of each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an indication Assessment of what Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto that are addressed indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master On and after January 1, 2006, the Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 1123 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense Servicer shall deliver to the TrusteeDepositor, the Master Servicer Issuer, the Indenture Trustee and the Depositor each Rating Agency on or before March 15th February 28 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s the Servicer's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of ComplianceCompliance 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 Servicing Criteria applicable to the related Attesting PartyServicer; (b) A statement by such officer that such Attesting Party officer used the Servicing Criteria attached as Exhibit N D hereto, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting PartyServicer; (c) An assessment by such officer of the related Attesting Party’s Servicer's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, 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 the related Attesting Party’s Servicer's Assessment of Compliance 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 such Attesting Partythe Servicer, which statement shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Partythe Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N D hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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 FundServicer. On or before March 15th February 28 of each calendar year beginning in 20082007, each Attesting Party the Servicer shall furnish to the Master ServicerDepositor, the Depositor Issuer, the Indenture Trustee and the Trustee each Rating Agency a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyCompany, 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 shall cause any subservicer subservicer, and each subcontractor determined by it the Servicer to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the TrusteeDepositor, the Master Servicer Issuer, the Indenture Trustee and the Depositor each Rating Agency an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Servicing Criteria are addressed in such assessment. The Trustee Compliance, as to any subservicer, shall confirm that the assessments, taken as at a whole, minimum address all each of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth specified on Exhibit N and notify the Depositor of D hereto which are indicated as applicable to any exceptions. "primary servicer." Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In additionIf the Servicer cannot deliver any Assessment of Compliance or Attestation Report by February 28th of such year, the Indenture Trustee, at its sole option, may permit a cure period for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required deliver such Assessment of Compliance or Attestation Report, but in this Section) no event later than March 10th of such year. The Indenture Trustee shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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 D hereto which are indicated as applicable to the "indenture trustee." In addition, the Indenture Trustee shall cause the Custodian to deliver to the Indenture Trustee and the Depositor 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 D hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the each Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment Assessment of compliance Compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 Attestation Report on the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee Securities Administrator and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Attestation Reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer and each subcontractor engaged by it and determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to any “primary servicer.” The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee Securities Administrator information concerning the following: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer or the Company, as applicable, to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultDefault with respect to the Master Servicer and a Company Default with respect to the Company, and the Master Servicer or the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer applicable party for the same. Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee Securities Administrator pursuant to Section 9.08 10.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the each Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 3.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N M hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and enforce the obligation of each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an indication Assessment of what Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto that are addressed indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by the Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Master Servicer and the Securities Administrator shall cause any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit M hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor Securities Administrator and the Trustee information concerning the following: (A) any Event Depositor an Assessment of Default hereunder Compliance and any subservicer event of default under the terms Attestation Report, as and when provided above, which shall at a minimum address each of the related Subservicing AgreementServicing Criteria specified on Exhibit M hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, (B) an Assessment of Compliance or Attestation Report is not required to be delivered by any merger, consolidation or sale Custodian unless it is required as part of substantially all of the assets of the Master Servicer or, a Form 10-K with respect to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee at the written direction of the Depositor, constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Trustee at the written direction of the Depositor, constitute a default which may result in the termination of and the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “"Attesting Party”") at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 a "custodian." Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 a “custodian.” Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and (to the Custodian extent set forth in this Section) (each, an “the "Attesting Party”") at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such the Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of the Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such the Attesting Party used the Servicing Criteria attached as identified in Exhibit N hereto, and which will also be attached to the Assessment of Compliance, C hereto to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Certificates; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s 's Assessment of Compliance 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 such the Attesting Party, which statement shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such the Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Certificates. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each the Attesting Party shall furnish (or otherwise make available) to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address Assessment of Compliance delivered to it addresses all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N C and notify the Depositor Trustee of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 3.10 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement 5.07 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the samesame (but subject to the Trustee's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Upon such termination, the Trustee shall immediately transfer or cause to be transferred to the successor Trustee all Underlying Certificates and other assets of the Trust Fund held by or on behalf of the Trustee. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N K hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N K hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and enforce the obligation of each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an indication Assessment of what Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit K hereto that are addressed indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall enforce the obligation of the Company and cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master ServicerCompany’s obligations. In addition, the Master Company as a Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer Company to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of a Company Default, and the Master Servicer or the Trustee as Successor Master Servicer, at the direction of the Depositor shall, in addition to whatever rights the Master Servicer or the Trustee as Successor Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 10.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans (a) By March 15 of each year, commencing in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the TrusteeMarch 2007, the Master Servicer and the Depositor on Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or before March 15th otherwise make available, and shall cause any Servicing Function Participant engaged by it to furnish, which in each case shall not be an expense of each calendar year beginning in 2008the Trust Fund, to the Securities Administrator and the Depositor, a report signed by on an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and. (eb) A statement No later than February 1 of each year, commencing in February 2007, the Master Servicer shall forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity. When the Master Servicer (or any Servicing Function Participant engaged by them) submits its assessments to which the Securities Administrator, such party will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance pursuant to this Agreement and the Servicing CriteriaAgreement, (i) the Depositor shall review each such report and, if anyapplicable, are not applicable to such Attesting Partyconsult with the Servicer, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor Securities Administrator and any Servicing Function Participant engaged by such parties as to the Trustee a report (an “Attestation Report”) nature of any material instance of noncompliance with the Relevant Servicing Criteria by a registered public accounting firm that attests toeach such party, and reports on, (ii) the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N L and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party Servicing Function Participant is terminated, assigns its rights and obligations under, under or resigns pursuant to, to the terms of the Agreement, the related Custodial this Agreement, or any other applicable agreement in the case of a subservicer or subcontractoragreement, as the case may be, such party shall provide an Assessment provide, or cause a Servicing Function Participant engaged by it to provide, a report on assessment of Compliance and cause to be provided an Attestation Report compliance pursuant to this Section 3.14 or with respect to the related section period of such time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall include all annual reports on assessment of compliance received by it from each Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (c) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by such party to cause, which in each case shall not be an expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, 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, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such report on assessment of compliance and attestation report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. In the event the Master Servicer, Securities Administrator or any Servicing Function Participant is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.14 or such other agreement with respect to the period of time it was subject to this Agreement or such other agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit M hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligationsServicing Criteria specified on Exhibit M hereto which are indicated as applicable to a “custodian”. In additionNotwithstanding the foregoing, the Master Servicer shall cause each subservicer engaged an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee at the written direction of the Depositor, constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Trustee at the written direction of the Depositor, constitute a default which may result in the termination of and the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “"Attesting Party”") at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N S hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N S hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to any "primary servicer." The Trustee shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually Assessments of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit N S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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 S hereto which are indicated as applicable to the "trustee." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 S hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N F hereto, and which will shall also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit F hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N F and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer Each Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligationsServicing Criteria specified on Exhibit F hereto which are indicated as applicable to a “custodian”. In additionNotwithstanding the foregoing, the Master Servicer shall cause each subservicer engaged an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.16 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Indenture Trustee at the written direction of the Depositor, constitute an Event of Default, and the Trustee at the written direction of the Depositor the Indenture Trustee shall, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice notice, immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.16 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Indenture Trustee at the written direction of the Depositor, constitute a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayIndenture Trustee shall, in addition to whatever rights the Depositor Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice notice, immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the each Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee information concerning the followingTrustee: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the each Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. (a) The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABTrustee, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense expense, shall deliver deliver, and shall cause any Servicing Function Participant engaged by it to the Trusteedeliver, the Master Servicer and or otherwise make available to the Depositor on or before March 15th 10th of each calendar year beginning in 20082009 (provided that the Trustee shall make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a report signed by an authorized officer of such party regarding such Attesting Partyparty’s assessment of compliance with the Relevant Servicing Criteria (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (ciii) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.10(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities such Attesting Party performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the related Attesting 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 related Attesting Party’s Assessment Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Trustee shall forward to the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Trustee (or any Servicing Function Participant engaged by them) submits their assessments to the Depositor, such parties will also at such time include the assessment (and attestation pursuant to Section 3.09(b)) of each Servicing Function Participant engaged by it. At any time after February 1 of each fiscal year, if the Trustee determines or is informed that the list of Relevant Servicing Criteria to be addressed in the report on assessment of compliance prepared by each Servicing Function Participant is no longer in complete accordance or no longer reasonably likely to be in complete accordance with the Relevant Servicing Criteria for such Servicing Function Participant as notified to the Depositor in the paragraph immediately above, the Trustee shall promptly inform the Depositor by written notice that such Servicing Function Participant is likely to address different Relevant Servicing Criteria in the report on assessment of compliance prepared by such Servicing Function Participant. Following transmission of such notice, the Trustee shall negotiate with such Servicing Function Participants that the Trustee deems necessary so that all Relevant Servicing Criteria shall be addressed by one or more Servicing Function Participants and so that all Assessments of Compliance for shall, in the period consisting determination of the preceding Depositor, be satisfactory. Within 10 calendar year; and (e) A statement days of receipt of such Assessments of Compliance, the Trustee shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as to which set forth on Exhibit C and notify the Depositor of the Servicing Criteria, if any, are not applicable to any exceptions. None of such Attesting Party, which statement parties shall be based on the activities required to deliver any such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment Assessments of Compliance until April 15 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 delivered unless it is required as part filed in respect of a Form 10-K with respect to the Trust Fund. On for the preceding calendar year. (b) The Trustee shall cause, and shall cause each Servicing Function Participant engaged by it to cause, each at its own expense, on or before March 15th 10th of each calendar year beginning in 20082009 (provided that each of the Trustee shall make its best efforts to deliver such report by March 10th, each Attesting Party shall furnish but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a registered public accounting firm (which may also render other services to the Master ServicerTrustee or such other Servicing Function Participants, as the Depositor case may be) and that is a member of the Trustee American Institute of Certified Public Accountants to furnish a report (an “Attestation Report”) by to the Depositor, to the effect that (i) it has obtained a registered public accounting firm representation regarding certain matters from the management of such party, which includes an assertion that attests tosuch party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the related Attesting 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 such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. The Master Servicer In the event that an overall opinion cannot be expressed, such registered public accounting firm shall cause any subservicer state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and each subcontractor determined 2-02(g) of the Commission’s Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by it the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to be “participating inclusion or incorporation of such report in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver Depositor’s registration statement on Form S-3 relating to the Trustee, the Master Servicer Offered Certificates and the Depositor an Assessment Form 10-K for the Trust. Within 10 calendar days of Compliance and receipt of such Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Reports, Trustee shall confirm that the assessments, taken as each Assessment of Compliance is coupled with a whole, address all of the Servicing Criteria related Attestation Report and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and shall notify the Depositor of any exceptions. Notwithstanding Neither the foregoingTrustee nor any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such Attestation Reports until April 15 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 fiscal year. In the event the Trustee is terminated or resigns pursuant to the terms of this Agreement, as the Trustee shall provide and shall cause any Servicing Function Participant engaged by it to any subcontractor (as defined in the related servicing agreement)provide, an Assessment of Compliance is not pursuant to this Section 3.09, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.09 with respect to the Trust Fund. In addition, for the avoidance period of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and time that the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant was subject to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationAgreement.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer (a) By March 15th (with no cure period) of each calendar year, commencing in March 2007, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABServicer, each of the Master Servicer, the Trustee Trust Administrator and the Custodian (eachCustodian, an “Attesting Party”) each at its own expense expense, shall deliver furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trustee, the Master Servicer Trust Administrator (and the Depositor on Trust Administrator shall furnish or before March 15th of each calendar year beginning in 2008otherwise make available to the Depositor), a report signed by on an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 4.06, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment Relevant Servicing Criteria as of Compliance and for such period (the period consisting “Attestation Report”). The Custodian, in its capacity as such, shall deliver such assessment of compliance only for so long as the preceding calendar year; Trust is subject to the Exchange Act reporting requirements. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and (e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to such Attesting Partyconsult with the Servicer, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor Trust Administrator and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests toCustodian, and reports on, the Assessment of Compliance made any Servicing Function Participant engaged by the related Attesting Partysuch parties, 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, nature of any material instance of noncompliance with the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Relevant Servicing Criteria are addressed in by each such assessment. The Trustee party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N O and notify the Depositor of any exceptions. Notwithstanding The Master Servicer shall include all annual reports on assessment of compliance received by it from the foregoing, as to any subcontractor (as defined in the related servicing agreement), an Assessment Servicers with its own assessment of Compliance is not required compliance to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide Administrator pursuant to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian, the Trustee or any subservicer or subcontractor Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial this Agreement, or any other applicable agreement in the case of a subservicer or subcontractoragreement, as the case may be, such party shall provide an Assessment a report on assessment of Compliance and cause to be provided an Attestation Report compliance pursuant to this Section 3.14 3.21, or to the related relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (b) By March 15th (with no cure period) of each year, commencing in March 2007, the Servicer, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer, the Master Servicer, the Trust Administrator, the Custodian, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.21(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian, or any Servicing Function Participant 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, Servicing 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(b), or the relevant section of such other applicable agreement, notwithstanding any such termination, assignment or resignation. (c) Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon written receipt of notice (which notice may be delivered electronically) from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) 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 (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Servicer, the Master Servicer and the Trust Administrator shall indemnify and hold harmless the Custodian, the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.21. The parties hereto acknowledge that the Custodian shall be required to comply with the provisions of this Section 3.21 only for so long as the Trust is subject to the Exchange Act reporting requirements. The Custodian shall indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and their respective officers, directors and Affiliates of the Depositor from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other reasonable costs and expenses that such Person may sustain based upon a failure of the Custodian to deliver when required an Assessment of Compliance and Attestation Report in accordance with the requirements of this Section 3.21. If the indemnifications provided for herein are unavailable or insufficient to hold harmless any indemnified party, then the indemnifying party agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of any claims, losses, damages or liabilities incurred by such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party on the one hand and the indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of the indemnifying party. Notwithstanding the foregoing, in no event shall the Custodian be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N S hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N S hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N S and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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 S hereto which are indicated as applicable to the “trustee.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 S hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “"Attesting Party”") at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer officer, attached as Exhibit Q-1, that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any "primary servicer." The Trustee shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually Assessments of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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." In addition, the Trustee shall cause the Custodian to deliver to the Trustee, the Servicer and the Depositor 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 a "custodian." Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Grantor Trust Trustee (to the Trustee and extent set forth in this Section) (the Custodian (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year in which a report on Form 10-K is required to be filed with the Commission with respect to the Grantor Trust Certificates, beginning in 2008, a report signed by an authorized officer of such party regarding such the Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of the Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such the Attesting Party used the Servicing Criteria attached as identified in Exhibit N hereto, and which will also be attached to the Assessment of Compliance, C hereto to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Securities; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such the Attesting Party, which statement shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such the Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansGrantor Trust Certificates. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which a report on Form 10-K is required to be filed with the Commission with respect to the Grantor Trust Certificates, beginning in 2008, each the Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor Each party to the Underlying Series that is determined by it the Depositor to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, AB will be required to deliver provide to the Trustee, the Master Servicer Grantor Trust Trustee and the Depositor an Assessment of Compliance and Attestation Report pursuant to the related Underlying Agreement or a side letter agreement. The Depositor, in its capacity as depositor for the Underlying Series, shall forward any Assessment of Compliance and when provided above along Attestation Report to Grantor Trust Trustee not otherwise received by the Grantor Trust Trustee and any other Assessment of Compliance and Attestation Report required to be filed under the related Form 10-K. The Depositor will identify and provide any Assessment of Compliance and Attestation Report to the Grantor Trust Trustee required to be included in any Form 10-K and, with an indication respect to each Underlying 2007 Series, cause such Assessments of what Servicing Criteria Compliance and Attestation Reports that are addressed required to be included in such assessmentForm 10-K to be incorporated by reference. The Trustee Depositor shall confirm that the assessments, taken as a whole, address each Assessment of Compliance delivered to it addresses all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N C and notify the Depositor Grantor Trust Trustee of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Grantor Trust Trustee to comply with this Section 3.14 3.10 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Depositor, constitute a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Grantor Trust Trustee under this Agreement and in and to the Mortgage Loans Underlying Securities and the proceeds thereof without compensating the Grantor Trust Trustee for the samesame (but subject to the Grantor Trust Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator, and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N K hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N K hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and enforce the obligation of each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an indication Assessment of what Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit K hereto that are addressed indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by the Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the TrusteeSecurities Administrator, the Master Servicer Depositor and the Depositor Note Insurer on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N F hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as the Mortgage LoansHELOCs; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and (e) A statement as to which of the applicable Servicing CriteriaCriteria on Exhibit F hereto, if any, are not applicable to such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage LoansHELOCs. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party specified in this Section shall furnish to the Master ServicerSecurities Administrator, the Depositor Note Insurer and the Trustee Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Each of the Company and the Master Servicer shall cause any subservicer subservicer, and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the TrusteeSecurities Administrator, the Master Servicer Note Insurer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N F and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor 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. Failure of the applicable party to comply with this Section 3.15 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default with respect to such party, and the Master Servicer or the Indenture Trustee at the direction of the Depositor shall, in addition to whatever rights the Master Servicer or the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the applicable party under this Agreement and in and to the HELOCs and the proceeds thereof without compensating the applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, as defined in and when provided above, which shall at a minimum address each of the related servicing agreement)Servicing Criteria specified on Exhibit F hereto which are indicated as applicable to the “securities administrator.” In addition, the Custodian shall deliver to the Securities Administrator, the Note Insurer and the Depositor 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 F hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to the Securities Administrator and the Custodian, 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the each Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 3.15 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall enforce the obligation of the Company and cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master ServicerCompany’s obligations. In addition, the Master Company as a Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer Company to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of a Company Default, and the Trustee Master Servicer or the Trustee, in its capacity as Successor Master Servicer, at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, in its capacity as Successor Master Servicer, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 10.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, Securities Administrator (to the Trustee and extent set forth in this Section) (the Custodian (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such the Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of the Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such the Attesting Party used the Servicing Criteria attached as identified in Exhibit N hereto, and which will also be attached to the Assessment of Compliance, C hereto to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Certificates; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance 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 such the Attesting Party, which statement shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such the Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansCertificates. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each the Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address Assessment of Compliance delivered to it addresses all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N C and notify the Depositor Securities Administrator of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer Securities Administrator to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 3.10 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, upon written notice from the Depositor, constitute a default which may result in the termination of and the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans Underlying Certificates and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Company, the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit O hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee information concerning the followingSecurities Administrator: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor 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 a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Company to comply with this Section 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed K, shall, constitute a default which may result in and at the termination written direction of the Depositor, the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Company, the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee information concerning the followingSecurities Administrator: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor 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 N hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Company to comply with this Section 3.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed constitute a default which may result in and at the termination written direction of the Depositor the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 3.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements (a) Each of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (eachCustodian, an “Attesting Party”) each at its own expense expense, shall deliver deliver, and shall cause each Servicing Function Participant engaged by it to deliver, or otherwise make available to the Trustee, the Master Servicer Depositor and the Depositor Trustee on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s party's assessment of compliance with the Relevant Servicing Criteria (each, an “"Assessment of Compliance”"), reasonably satisfactory to the Depositor and the Trustee, that contains (i) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (ciii) An such party's assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities such Attesting Party performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the related Attesting 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 related Attesting Party’s Assessment Relevant Servicing Criteria as of Compliance and for such period. No later than February 1 of each fiscal year for the period consisting of Trust for which a Form 10-K is required to be filed, the preceding calendar year; and (e) A statement as to which of the Servicing CriteriaServicer, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and the Custodian shall each forward to the Depositor and the Trustee the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer, the Trustee and the Custodian (or any CustodianServicing Function Participant engaged by them) submit their assessments to the Depositor and the Trustee, an Assessment such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Trustee shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit M and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 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 delivered unless it is required as part filed in respect of a Form 10-K with respect to the Trust Fund. On for the preceding calendar year. (b) Each of the Servicer, the Trustee and the Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm (which may also render other services to the Servicer, the Trustee, the Custodian or such other Servicing Function Participants, as the case may be) and that attests tois a member of the American Institute of Certified Public Accountants to furnish a report (each, an "Attestation Report") to the Depositor and the Trustee, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the related Attesting 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 such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. The Master Servicer In the event that an overall opinion cannot be expressed, such registered public accounting firm shall cause any subservicer state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and each subcontractor determined 2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by it the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to be “participating inclusion or incorporation of such report in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver Depositor's registration statement on Form S-3 relating to the TrusteeOffered Certificates and the Form 10-K for the Trust. Promptly after receipt of such Attestation Reports, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as each Assessment of Compliance is coupled with a whole, address all of the Servicing Criteria related Attestation Report and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and shall notify the Depositor of any exceptions. Notwithstanding None of such parties shall be required to deliver or cause the foregoingdelivery of such Attestation Reports until April 15 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 fiscal year. (c) In the event the Servicer, as the Custodian or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any subcontractor (as defined in the related servicing agreement)Servicing Function Participant engaged by it to provide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21, with respect to the Trust Fund. In addition, for period of time that the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and or the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant was subject to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationAgreement.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th 1st (with a 10 calendar day cure period) of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 1st (with a 10 calendar day cure period) of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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 R hereto which are indicated as applicable to the “trustee.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 a “custodian.” Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer or the Company, as applicable, to comply with this Section 3.14 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultDefault with respect to the Master Servicer and a Company Default with respect to the Company, and the Master Servicer or the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master ServicerThe Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, the Custodianas and when provided above, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms which shall at a minimum address each of the AgreementServicing Criteria specified on Exhibit P hereto which are indicated as applicable to the “securities administrator.” In addition, each Custodian shall deliver to the related Custodial AgreementSecurities Administrator and the Depositor an Assessment of Compliance and Attestation Report, or any other 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 agreement in the case of to a subservicer or subcontractor“securities administrator” and “custodian”, as the case may be. Notwithstanding the foregoing, such party shall provide as to the Securities Administrator and any Custodian, an Assessment of Compliance and cause is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer or the Company, as applicable, to comply with this Section 3.14 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultDefault with respect to the Master Servicer and a Company Default with respect to the Company, and the Master Servicer or the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master ServicerThe Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, the Custodianas and when provided above, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms which shall at a minimum address each of the AgreementServicing Criteria specified on Exhibit P hereto which are indicated as applicable to the “securities administrator.” In addition, each Custodian shall deliver to the related Custodial AgreementSecurities Administrator and the Depositor an Assessment of Compliance and Attestation Report, or any other 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 agreement in the case of to a subservicer or subcontractor“securities administrator: and “custodian”, as the case may be. Notwithstanding the foregoing, such party shall provide as to the Securities Administrator and any Custodian, an Assessment of Compliance and cause is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N F hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as the Mortgage LoansHELOCs; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and (e) A statement as to which of the applicable Servicing CriteriaCriteria on Exhibit F hereto, if any, are not applicable to such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage LoansHELOCs. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party specified in this Section shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer subservicer, and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N F and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor 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. Failure of the applicable party to comply with this Section 4.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default with respect to such party, and the Master Servicer or the Indenture Trustee at the direction of the Depositor shall, in addition to whatever rights the Master Servicer or the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the applicable party under this Agreement and in and to the HELOCs and the proceeds thereof without compensating the applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, as defined in and when provided above, which shall at a minimum address each of the related servicing agreement)Servicing Criteria specified on Exhibit F hereto which are indicated as applicable to the “securities administrator.” In addition, the Custodian shall deliver to the Securities Administrator and the Depositor 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 F hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to the Securities Administrator and the Custodian, 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 4.16 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Securities Administrator shall each deliver to the Depositor and the Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Partyparty’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer the party making the assessment of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Partyit; (b) A statement by such officer the party making the assessment that such Attesting Party it used the Servicing Criteria attached as Exhibit N R hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Partyit; (c) An assessment by such officer of the related Attesting Partyparty making the assessment’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Partyparty, 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 the related Attesting Partyparty making the assessment’s Assessment of Compliance 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 such Attesting Partythe party making the assessment, which statement shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Partythe party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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 Fundparty. On or before March 15th 15 of each calendar year beginning in 20082007, each Attesting Party the party making the assessment shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting Partyparty making the assessment, 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 Unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund and for so long as the Trust Fund is subject to the Exchange Act reporting requirements, each Servicer shall cause any subservicer and each subcontractor to which such Servicer delegated any of its responsibilities with respect to the Mortgage Loans determined by it such Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along above. Such Assessment of Compliance, as to any subservicer to which a Servicer delegated any of its responsibilities with an indication of what Servicing Criteria are addressed in such assessment. The Trustee respect to the Mortgage Loans, shall confirm that the assessments, taken as at a whole, minimum address all each of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth specified on Exhibit N and notify R hereto which are indicated as applicable to any “primary servicer” to the Depositor of any exceptionsextent they are applicable to such subservicer. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Trustee (in its capacity as custodian) shall (and shall cause each subservicer engaged by it to) also provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant with respect to this Section 3.14 or itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the related section Trust Fund, which shall at a minimum address each of such other the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable agreement, as to the case may be, notwithstanding any such termination, assignment or resignation“trustee”.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer (a) By March 15th of each calendar year, commencing in March 2008, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABServicer, each of the Master Servicer, the Trustee Trust Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation ABthe Custodial Agreement), must contain each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the following: Trust Administrator (aand the Trust Administrator shall furnish or otherwise make available to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 4.06, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment Relevant Servicing Criteria as of Compliance and for such period (the period consisting “Attestation Report”). Promptly after receipt of each such report on assessment of compliance, (i) the preceding calendar year; Depositor shall review each such report and (e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to such Attesting Partyconsult with the Servicer, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor Trust Administrator, the Custodian (as set forth in the Custodial Agreement) and any Servicing Function Participant engaged by such parties, as to the Trustee a report (an “Attestation Report”) nature of any material instance of noncompliance with the Relevant Servicing Criteria by a registered public accounting firm that attests toeach such party, and reports on, (ii) the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N C and notify the Depositor of any exceptions. Notwithstanding The Master Servicer shall include all annual reports on assessment of compliance received by it from the foregoing, as to any subcontractor (as defined in the related servicing agreement), an Assessment Servicer with its own assessment of Compliance is not required compliance to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide Administrator pursuant to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian, the Trustee or any subservicer or subcontractor Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the this Agreement, such party shall provide a report on assessment of compliance pursuant to this Section 3.21, notwithstanding any such termination, assignment or resignation. (b) By March 15th of each year, commencing in March 2008, the related Servicer, the Master Servicer, the Trust Administrator and the Custodian (as set forth in the Custodial Agreement), each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer, the Master Servicer, the Trust Administrator, the Custodian, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.21(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any other applicable agreement in the case of a subservicer custodial agreement, Servicing Agreement or subcontractorsub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an Assessment of Compliance and cause to be provided an Attestation Report attestation pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be3.21(b), notwithstanding any such termination, assignment or resignation. (c) Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon written receipt of notice (which notice may be delivered electronically) from the Master Servicer of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to the above if a failure of the Servicer to identify a subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. (other than the Servicer’s rights to reimbursement of uxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. To the extent that the Servicer’s obligations under this Agreement are being performed by a Sub-Servicer, and the assessment of compliance and attestation report delivered by the Sub-Servicer addresses all of the Relevant Servicing Criteria applicable to the Servicer, then the Servicer will not be required to deliver an assessment of compliance and attestation report pertaining to the Relevant Servicing Criteria. However, if any Sub-Servicer engaged by the Servicer fails to address all of the Relevant Servicing Criteria applicable to the Servicer in its assessment of compliance and attestation report, the Servicer will provide an assessment of compliance and attestation report in accordance with this Section 3.21 covering the remaining Relevant Servicing Criteria applicable to the Servicer and not addressed by the Sub-Servicer’s assessment of compliance and attestation report. Each of the Servicer, the Master Servicer and the Trust Administrator shall severally, but not jointly, indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the obligations of such indemnifying party under this Section 3.21. If the indemnifications provided for herein are unavailable or insufficient to hold harmless any indemnified party, then the indemnifying party agrees that it shall contribute to the amount paid or payable by such indemnified party as a result of any claims, losses, damages or liabilities incurred by such indemnified party in such proportion as is appropriate to reflect the relative fault of such indemnified party on the one hand and the indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of the indemnifying party.

Assessments of Compliance and Attestation Reports. The Company, the Master Servicer and the Securities Administrator shall service, master service and administer administer, respectively, the Mortgage Loans HELOCs in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Assessing Party”) at its own expense shall deliver to the TrusteeSecurities Administrator, the Master Servicer Depositor and the Depositor Note Insurer on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Assessing Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Assessing Party; (b) A statement by such an authorized officer that such Attesting Assessing Party used the Servicing Criteria attached as Exhibit N F hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Assessing Party; (c) An assessment by such officer of the related Attesting Assessing Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Assessing Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyMaster Servicer, that are backed by the same asset type as the Mortgage LoansHELOCs; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Assessing Party’s Assessment of Compliance for the period consisting of the preceding calendar year; and (e) A statement as to which of the applicable Servicing CriteriaCriteria on Exhibit F hereto, if any, are not applicable to such Attesting the related Assessing Party, which statement shall be based on the activities such Attesting Assessing Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Assessing Party, that are backed by the same asset type as the Mortgage LoansHELOCs. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to the related Attesting Assessing Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Assessing Party specified in this Section shall furnish to the Master ServicerSecurities Administrator, the Depositor Note Insurer and the Trustee Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting Assessing 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 Each of the Company and the Master Servicer shall cause any subservicer subservicer, and each subcontractor determined by the it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the TrusteeSecurities Administrator, the Master Servicer Note Insurer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N F and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer applicable party to comply with this Section 3.14 3.15 (including with respect to the timeframes required in this Section) which failure results in a failure to time file the related Form 10-K shall be deemed an Event of DefaultDefault with respect to such party, and the Master Servicer or the Indenture Trustee at the direction of the Depositor shall, in addition to whatever rights the Master Servicer or the Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans HELOCs and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party The Securities Administrator shall also provide an Assessment of Compliance and cause Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit F hereto which are indicated as applicable to the “securities administrator.” In addition, the Custodian shall deliver to the Securities Administrator, the Note Insurer and the Depositor 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 F hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to the Securities Administrator and the Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Servicer, the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Master Servicer, such Servicer, or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit P hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligationsServicing Criteria specified on Exhibit N hereto which are indicated as applicable to a “custodian”. In additionNotwithstanding the foregoing, the Master Servicer shall cause each subservicer engaged an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Sectionherein) shall be deemed an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Trustee Securities Administrator to comply with this Section 3.14 (including with respect to the timeframes required in this Section) ), which failure results in a failure to timely file the related Form 10-K K, shall be deemed a default which may result in and the termination Trustee at the written direction of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans (a) By March 15 of each year, commencing in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master ServicerMarch 2008, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trusteerelated Servicer, the Master Servicer and the Depositor on Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or before March 15th otherwise make available, and shall cause any Servicing Function Participant engaged by it to furnish, which in each case shall not be an expense of each calendar year beginning in 2008the Trust Fund, to the Securities Administrator and the Depositor, a report signed by on an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and. (eb) A statement as to which of No later than the Servicing Criteria, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th end of each calendar year beginning year, the related Servicer and the Master Servicer shall forward to the Securities Administrator and the Depositor, the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in 2008the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity. When the related Servicer and the Master Servicer (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Attesting Party Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall furnish to review each such report and, if applicable, consult with the related Servicer, the Master Servicer, the Depositor Securities Administrator and any Servicing Function Participant engaged by such parties as to the Trustee a report (an “Attestation Report”) nature of any material instance of noncompliance with the Relevant Servicing Criteria by a registered public accounting firm that attests toeach such party, and reports on, (ii) the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N L and on any similar exhibit set forth in the Servicing Agreement in respect of Xxxxx Fargo, and notify the Depositor of any exceptions. Notwithstanding In the foregoingevent a Servicing Function Participant is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, or cause a Servicing Function Participant engaged by it to any subcontractor (as defined in the related servicing agreement)provide, an Assessment a report on assessment of Compliance is not required compliance pursuant to be delivered unless it is required as part of a Form 10-K this Section 3.14 with respect to the Trust Fundperiod of time it was subject to this Agreement or any other applicable agreement, as the case may be. In additionThe Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (c) By March 15 of each year, for commencing in March 2008, the avoidance of doubt and without duplicationrelated Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall (cause, and shall cause each subservicer any Servicing Function Participant engaged by it tosuch party to cause, which in each case shall not be an expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) provide and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, 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, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event any Servicing Function Participant is terminated, assigns its rights and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under duties under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be. (i) For so long as the Trust Fund is subject to Exchange Act reporting requirements, failure of the related Subservicing AgreementServicer to comply timely with this Section 3.14 shall be deemed a Servicer Default as to such Servicer, (B) automatically, without notice and without any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicercure period, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide notify the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, Trustee and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master such Servicer under this Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure The Trustee shall so terminate the defaulting Servicer by delivery of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor maynotice thereof via first class mail, in addition to whatever rights the Depositor may have under this Agreement and at law facsimile or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameelectronic mail. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In . (ii) After the event the Master ServicerTrust Fund ceases to be subject to Exchange Act reporting requirements, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms failure of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause Servicer to be provided an Attestation Report pursuant to comply timely with this Section 3.14 shall be deemed a Servicer Default as provided for in Section 8.01(a)(ix). The Trustee may terminate the defaulting Servicer by delivery of notice thereof via first class mail, facsimile or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationelectronic mail.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N K hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of the Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the Servicing Agreement. Each of the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the Servicing Agreement) of the Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligationsServicing Criteria specified on Exhibit N hereto which are indicated as applicable to a “custodian”. In additionNotwithstanding the foregoing, the Master Servicer shall cause each subservicer engaged an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed constitute a default which may result in and at the termination written direction of the Depositor the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee Securities Administrator, the Servicer, or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the this Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance with respect to the period of time it was subject to this Agreement or any other applicable agreement and cause to be provided an Attestation Report pursuant to this Section 3.14 3.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 1123 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) at its own expense shall deliver to the TrusteeSecurities Administrator, the Master Servicer Depositor and the Depositor Insurer on or before March 15th 1st (with a 10 calendar day cure period) of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Partythe Master Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyMaster 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 1st (with a 10 calendar day cure period) of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyCompany, 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the Trustee, the Securities Administrator, the Master Servicer Servicer, the Depositor and the Depositor Insurer an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Master Servicer shall cause any subservicer and each subcontractor determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Securities Administrator, the Master Servicer, the Depositor and the Insurer an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer.” The Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for The Custodian shall deliver to the avoidance of doubt and without duplicationSecurities Administrator, the Master Servicer shall (Trustee and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide Insurer an Assessment of Compliance and cause Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The On and after January 1, 2006, the Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 1123 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor Custodian (the “Attesting Party”) shall deliver to theTrustee on or before March 15th 1 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Partythe Master Servicer’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N K hereto, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyMaster 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N K hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 1st of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyCompany, 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 shall cause any subservicer subservicer, and each subcontractor determined by it the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Servicing Criteria are addressed in such assessment. The Trustee Compliance, as to any subservicer, shall confirm that the assessments, taken as at a whole, minimum address all each of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth specified on Exhibit N and notify the Depositor of K hereto which are indicated as applicable to any exceptions. “primary servicer.” Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, If the Master Servicer shall (and shall cause each subservicer engaged cannot deliver any Assessment of Compliance or Attestation Report by it to) provide to March 1st of such year, the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing AgreementTrustee, (B) any mergerat its sole option, consolidation or sale of substantially all of the assets of may permit a cure period for the Master Servicer orto deliver such Assessment of Compliance or Attestation Report, to the best but in no event later than March 10th of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)year. Failure of the Master Servicer to timely comply with this Section 3.14 (including with respect to the timeframes required in this Section) 3.20 shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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 K hereto which are indicated as applicable to the “trustee.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 K hereto which are indicated as applicable to a “custodian.” Notwithstanding the foregoing, as to any Custodian, 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. Each Attesting Party shall indemnify and hold harmless the Trustee and each of its directors, officers, employees, agents, and affiliates from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon (a) any breach by such Attesting Party of any if its obligations under hereunder, including particularly its obligations to provide any Assessment of Compliance, Attestation Report, Compliance Statement or any information, data or materials required to be included in any Exchange Act Report, (b) any misstatement or omission in any information, data or materials provided an Attestation Report pursuant by such Attesting Party, or (c) the negligence, bad faith or willful misconduct of such Attesting Party in connection with its performance hereunder. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, then each Attesting Party agrees that it shall contribute to the amount paid or payable by the Trustee as a result of any claims, losses, damages or liabilities incurred by the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and such Attesting Party on the other. This indemnification shall survive the termination of this Agreement or the termination of any party to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationAgreement.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company, the Master Servicer, the Trustee Securities Administrator and the Custodian (each, an “Attesting Party”) at its own expense shall each deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, Securities Administrator and the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer or the Company, as applicable, to comply with this Section 3.14 3.16 (including with respect to the timeframes required in this Section) shall be deemed an Event of DefaultDefault with respect to the Master Servicer and a Company Default with respect to the Company, and the Master Servicer or the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee applicable party for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master ServicerThe Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, the Custodianas and when provided above, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms which shall at a minimum address each of the AgreementServicing Criteria specified on Exhibit P hereto which are indicated as applicable to the “securities administrator.” In addition, each Custodian shall deliver to the related Custodial AgreementSecurities Administrator and the Depositor an Assessment of Compliance and Attestation Report, or any other 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 agreement in the case of to a subservicer or subcontractor“securities administrator” and “custodian”, as the case may be. Notwithstanding the foregoing, such party shall provide as to the Securities Administrator and any Custodian, an Assessment of Compliance and cause is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Guarantor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N M hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor Depositor, the Guarantor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and enforce the obligation of each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicer to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be a Party Participating in the Servicing Function within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Securities Administrator, the Master Servicer and the Depositor an indication Assessment of what Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto that are addressed indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB)Trust Fund. Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each (a) Each of the Master Servicer, the Trustee Securities Administrator and the Custodian (eachCustodian, an “Attesting Party”) each at its own expense expense, shall deliver deliver, and shall cause each Servicing Function Participant engaged by it to deliver, or otherwise make available to the Trustee, the Master Servicer Depositor and the Depositor Securities Administrator on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s party's assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an “"Assessment of Compliance”"), reasonably satisfactory to the Depositor and the Securities Administrator, that contains (i) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (ciii) An such party's assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities such Attesting Party performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the related Attesting 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 related Attesting Party’s Assessment Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer, the Securities Administrator and the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance for until April 15 in any given year so long as it has received written confirmation from 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to assetDepositor that a Form 10-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance K is not required to be delivered unless filed in respect of the Trust for the preceding calendar year. The Custodian and any Servicing Function Participant engaged by it is shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year so long as part of it has received written confirmation from the Depositor that a Form 10-K with is not required to be filed in respect to of the Trust Fund. On for the preceding fiscal year. (b) Each of the Master Servicer, the Securities Administrator and the Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before March 15th of each calendar year beginning in 20082007, each Attesting Party shall furnish a registered public accounting firm (which may also render other services to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports onSecurities Administrator, the Assessment of Compliance made by the related Attesting 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 Custodian or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what such other Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractorFunction Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report (each, together with such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, similar report delivered by each Servicer as the case may be, notwithstanding any such termination, assignment or resignation.described in Section

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “"Attesting Party”") at its own expense shall deliver (or otherwise make available) to the TrusteeDepositor, the Master Servicer and the Depositor Securities Administrator on or before March 15th 15 of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N K hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s 's Assessment of Compliance 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 such related Attesting Party, which statement shall be based on the activities such related Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such related Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N K hereto which that are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 15 of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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. Such Attestation Report shall contain no restrictions or limitations on its use. The Master Servicer shall cause any subservicer and each subcontractor determined by it to be “participating Person Participating in the servicing function” within the meaning of Item 1122 of Regulation AB, Servicing Function to deliver to the TrusteeMaster Servicer, the Master Servicer Depositor and the Depositor Securities Administrator an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer or subcontractor, shall at a minimum address each of the Servicing Criteria specified on Exhibit K hereto that are indicated as applicable to any "primary servicer" to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N M and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreementServicing Agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Custodian shall (and shall cause each subservicer engaged by it to) provide deliver to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicerthe Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and (C) the Master Servicer’s entry into an agreement with when provided above, which shall at a subservicer to perform or assist in the performance of any minimum address each of the Master Servicer’s obligations. In addition, Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the Master Servicer shall cause each subservicer engaged foregoing an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it to provide the following information is required as part of a Form 10-K with respect to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Trust Fund.] Failure of the Master Servicer to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed shall, upon written notice from the Trustee upon receiving direction from the Depositor, constitute an Event of DefaultDefault and, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer rights to payment of any Master Servicing compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K shall be deemed a default which may result in the termination of K, shall, upon written notice from the Trustee pursuant to Section 9.08 upon receiving direction from the Depositor, constitute an Event of this Agreement Default, and the Depositor mayTrustee shall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense Servicer shall deliver to the TrusteeDepositor, the Master Servicer Indenture Trustee and the Depositor Note Insurer on or before March 15th 15 of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Partythe Servicer’s assessment of compliance with the Servicing Criteria (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as As set forth in Regulation AB, the Assessment of Compliance must contain the following: (a) A statement by such officer the party making the assessment of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Partyit; (b) A statement by such officer the party making the assessment that such Attesting Party it used the Servicing Criteria attached as Exhibit N G hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Partyit; (c) An assessment by such officer of the related Attesting Party’s party making the assessment compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Partysuch party, that are backed by the same asset type as the Mortgage LoansHELOCs; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Partyparty making the assessment’s Assessment of Compliance 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 such Attesting Partythe party making the assessment, which statement shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Partythe party, that are backed by the same asset type as the Mortgage LoansHELOCs. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N G hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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 Fundparty. On or before March 15th 15 of each calendar year beginning in 2008, each Attesting Party the party making the assessment shall furnish to the Master ServicerDepositor, the Depositor Note Insurer and the Indenture Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting Partyparty making the assessment, 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 Unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Estate and for so long as the Trust Estate is subject to the Exchange Act reporting requirements, the Servicer shall cause any subservicer and each subcontractor to which the Servicer delegated any of its responsibilities with respect to the HELOCs determined by it the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee, the Master Servicer Note Insurer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along above. Such Assessment of Compliance, as to any subservicer to which the Servicer delegated any of its responsibilities with an indication of what Servicing Criteria are addressed in such assessment. The Trustee respect to the HELOCs, shall confirm that the assessments, taken as at a whole, minimum address all each of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth specified on Exhibit N and notify G hereto which are indicated as applicable to any “servicer” to the Depositor of any exceptionsextent they are applicable to such subservicer. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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 FundEstate. In addition, for the avoidance of doubt and without duplication, the Master Servicer The Indenture Trustee shall (and shall cause each subservicer engaged by it to) also provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant with respect to this Section 3.14 or itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the related section Trust Estate, which shall at a minimum address each of such other the Servicing Criteria specified on Exhibit G hereto which are indicated as applicable agreement, as to the case may be, notwithstanding any such termination, assignment or resignation“indenture trustee.”

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Company as a Servicer, the Master Servicer, the Trustee Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) each at its own expense shall deliver (or otherwise make available) to the TrusteeMaster Servicer, the Master Servicer Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such the related Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year beginning in 2008, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee Securities Administrator a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer and each subcontractor (to the extent such subcontractor is determined by it the Company, the Master Servicer or the Securities Administrator, as applicable, to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the TrusteeSecurities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along under the term of the related Servicing Agreement. Pursuant to each of the Servicing Agreements, the related Servicer, or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, is obligated to provide such Assessment of Compliance and Attestation Report on the 1st of March and in no event later than the 15th of March each year that the related Mortgage Loans are serviced under the applicable Servicing Agreement. The Master Servicer shall deliver to the Securities Administrator any such Assessment of Compliance and Attestation Report received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “partiacipating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within two Business Days of such receipt but in no event later than two Business Days following the 15th day of March for each year for which a request on Form 10-16 is required to be filed with an indication request to the Trust Fund. Such Assessment of what Compliance, as to any subservicer or subcontractor, shall at a minimum address the applicable Servicing Criteria specified on Exhibit N hereto which are addressed indicated as applicable to any “primary servicer” to the extent such subservicer or subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in such assessmentits own Assessment of Compliance. The Trustee Securities Administrator shall confirm that each of the assessmentsAssessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)subcontractor, an Assessment of Compliance and Attestation Report is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee information concerning the followingSecurities Administrator: (A) any Event of Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer Company or, to the best of the Master ServicerCompany’s knowledge, any such subservicer, and (C) the Master ServicerCompany’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Company’s obligations as Servicer’s obligations. In addition, the Master Servicer Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the TrusteeSecurities Administrator, to the extent applicable, within the timeframes that the Master Servicer Company would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian shall deliver to the Master Servicer, the Securities Administrator and the Depositor 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 N hereto which are indicated as applicable to a “custodian”. Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Company to comply with this Section 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Sectionherein) shall be deemed constitute an Event of Default, and the Trustee at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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 samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee Securities Administrator to comply with this Section 3.14 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed constitute a default which may result in and at the termination written direction of the Depositor the Trustee pursuant to Section 9.08 of this Agreement and the Depositor mayshall, in addition to whatever rights the Depositor Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee Securities Administrator for the samesame (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the Custodian, the Trustee Securities Administrator or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense Servicer shall deliver to the Trustee, the Master Servicer and the Depositor Trustee on or before March 15th of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Partythe Servicer’s assessment of compliance (an “Assessment of Compliance”) with the applicable Servicing Criteria (as set forth in Exhibit S) during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, Compliance must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting PartyServicer; (b) A statement by such officer that such Attesting Party officer used the Servicing Criteria attached as Exhibit N heretoCriteria, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting PartyServicer; (c) An assessment by such officer of the related Attesting PartyServicer’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party it performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting PartyServicer, 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 the related Attesting PartyServicer’s Assessment of Compliance 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 such Attesting Partythe Servicer, which statement shall be based on the activities such Attesting Party it performs with respect to asset-asset- backed securities transactions taken as a whole involving such Attesting Partythe Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N S hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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 FundServicer. On or before March 15th of each calendar year beginning in 20082007, each Attesting Party the Servicer shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting PartyMaster 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 Master Servicer shall cause and any subservicer Sub-Servicer, and each subcontractor determined by it the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer Trustee and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication above. Such Assessment of what Servicing Criteria are addressed in such assessment. The Trustee Compliance, as to any Sub-Servicer, shall confirm that the assessments, taken as a whole, address all each of the Servicing Criteria and taken individually address applicable to the Servicing Criteria for each party as set forth on Exhibit N and notify the Depositor of any exceptionsSub-Servicer. Notwithstanding the foregoing, as to any subcontractor (as defined determined by the Servicer to be “participating in the related servicing agreementfunction,” 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. If the Servicer cannot deliver any Assessment of Compliance or Attestation Report by March 15th of such year, the Trustee (with the consent of the Depositor), may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year. Failure of the Servicer to timely comply with this Section 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) – (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, 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. In addition, for Each of the avoidance of doubt Servicer and without duplication, the Master Servicer Trustee shall (indemnify and shall cause each subservicer engaged by it to) provide to hold harmless the Depositor and the Trustee information concerning the following: (A) its officers, directors and Affiliates from and against any Event of Default hereunder actual losses, damages, penalties, fines, forfeitures, reasonable and any subservicer event of default under the terms necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with ’s obligations under this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation3.21.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th 1st (with a 10 calendar day cure period) of each calendar year beginning in 20082007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N P hereto, and which will also be attached to the Assessment Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s compliance with the applicable 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, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting 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 the related Attesting Party’s Assessment of Compliance 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 such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th 1st of each calendar year beginning in 20082007, each Attesting Party shall furnish to the Master Servicer, the Depositor and the Trustee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer subservicer, and each subcontractor determined by it to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any “primary servicer.” The Trustee shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on Exhibit N P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement), 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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to timely comply with this Section 3.14 (including with respect to the timeframes time frames required in this Section) shall be deemed an Event of Default, and the Trustee Trustee, at the direction of the Depositor Despositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the The Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party 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.” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor 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 a “custodian.” Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be provided an Attestation Report pursuant to this Section 3.14 or delivered unless it is required as part of a Form 10-K with respect to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationTrust Fund.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master Servicer, the Trustee and (to the Custodian extent set forth in this Section) (each, an “the "Attesting Party”") at its own expense shall deliver (or otherwise make available) to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year in which a Form 10-K is filed with the Commission with respect to the Certificates, beginning in 20082009, a report signed by an authorized officer of such party regarding such the Attesting Party’s 's assessment of compliance (an “"Assessment of Compliance”") with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: (a) A statement by such an authorized officer of the Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the related Attesting Party; (b) A statement by such an authorized officer that such the Attesting Party used the Servicing Criteria attached as identified in Exhibit N hereto, and which will also be attached to the Assessment of Compliance, C hereto to assess compliance with the Servicing Criteria applicable to the related Attesting Party; (c) An assessment by such officer of the related Attesting Party’s 's compliance with the applicable 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, which assessment shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the related Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Certificates; (d) A statement that a registered public accounting firm has issued an attestation report on the related Attesting Party’s 's Assessment of Compliance 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 such the Attesting Party, which statement shall be based on the activities such the Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such the Attesting Party, that are backed by the same asset type as those backing the Mortgage LoansUnderlying Certificates. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th of each calendar year in which a Form 10-K is filed with the Commission with respect to the Certificates, beginning in 20082009, each the Attesting Party shall furnish (or otherwise make available) to the Master Servicer, the Depositor and the Trustee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor Each party to the Underlying Series that is determined by it the Depositor to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, AB will be required to deliver provide to the Trustee, the Master Servicer and Trustee and/or the Depositor an assessment of compliance and attestation report pursuant to the related Underlying Agreement or a side letter agreement. The Depositor, in its capacity as depositor for each Underlying Series, shall forward any assessment of compliance and attestation report to the Trustee to the extent not otherwise received by the Trustee (pursuant to a side letter agreement or an Underlying Agreement in its capacity as master servicer or securities administrator of any Underlying Series) and any other assessment of compliance and attestation report to be filed under the related Form 10-K no later than two Business Days following March 15th in any calendar year in which a Form 10-K is to be filed by the Trust. The Depositor will identify in writing by no later than January 30th of each year for which a Form 10-K is to be filed for the Trust and provide any assessment of compliance and attestation report to the Trustee required to be included in any Form 10-K to the extent not otherwise received by the Trustee as set forth in the previous sentence. The Depositor shall confirm that each Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, taken as a whole, address delivered to it addresses all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth on in Exhibit N C and notify the Depositor Trustee of any exceptions. Notwithstanding the foregoing, as to any subcontractor (as defined in the related servicing agreement)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. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice 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. Failure of the Trustee to comply with this Section 3.14 3.10 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K K, shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement 5.07 and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the samesame (but subject to the Trustee's right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Upon such termination, the Trustee shall immediately transfer or cause to be transferred to the successor Trustee all Underlying Certificates and other assets of the Trust Fund held by or on behalf of the Trustee. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans (a) By March 15 of each year, commencing in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master ServicerMarch 2007, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the TrusteeServicer, the Master Servicer and the Depositor on Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or before March 15th otherwise make available, and shall cause any Servicing Function Participant engaged by it to furnish, which in each case shall not be an expense of each calendar year beginning in 2008the Trust Fund, to the Securities Administrator and the Depositor, a report signed by on an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and (e) A statement as to which of the Servicing Criteriahowever, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable notwithstanding anything herein to the related Attesting Party. Notwithstanding the foregoingcontrary, as no Subcontractor will be required to the Trustee and deliver any Custodian, an Assessment assessment of Compliance compliance in any such given year in which a Form 10-K is not required to be delivered unless it is required as part filed. (b) No later than February 1 of a Form 10-K with respect each year, commencing in February 2007, the Servicer and the Master Servicer shall forward to the Trust Fund. On or before March 15th Securities Administrator and the Depositor the name of each calendar year beginning Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in 2008the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securiites Administrator are the same entity. When the Servicer and the Master Servicer (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Attesting Party Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall furnish to review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Depositor Securities Administrator and any Servicing Function Participant engaged by such parties as to the Trustee a report (an “Attestation Report”) nature of any material instance of noncompliance with the Relevant Servicing Criteria by a registered public accounting firm that attests toeach such party, and reports on, (ii) the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N L and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. Notwithstanding In the foregoingevent a Servicing Function Participant is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, or cause a Servicing Function Participant engaged by it to provide, a report on assessment of compliance pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any subcontractor other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall include all annual reports on assessment of compliance received by it from each Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (c) By March 15 of each year, commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by such party to cause, which in each case shall not be an expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, 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, it is expressing an opinion as defined to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the related servicing agreement)Relevant Servicing Criteria; however, an Assessment of Compliance notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any attestation in any such given year in which a Form 10-K is not required to be delivered unless filed. 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. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such report on assessment of compliance and attestation report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is required coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation report furnished to it by each Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event any Servicing Function Participant is terminated, assigns its rights and obligations under or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as part of the case may be, such party shall cause a Form 10-K registered public accounting firm to provide an attestation pursuant to this Section 3.14 or such other agreement with respect to the period of time it was subject to this Agreement or sucyh other agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (i) For so long as the Trust Fund. In additionFund is subject to Exchange Act reporting requirements, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms failure of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply timely with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Defaulta Servicer Default as to the Servicer, automatically, without notice and without any cure period, and the Trustee at the direction of the Depositor shallMaster Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure The Master Servicer shall so terminate the Servicer by delivery of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor maynotice thereof via first class mail, in addition to whatever rights the Depositor may have under this Agreement and at law facsimile or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameelectronic mail. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In . (ii) After the event the Master ServicerTrust Fund ceases to be subject to Exchange Act reporting requirements, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms failure of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause Servicer to be provided an Attestation Report pursuant to comply timely with this Section 3.14 shall be deemed a Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer may terminate the Servicer by delivery of notice thereof via first class mail, facsimile or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationelectronic mail.

Assessments of Compliance and Attestation Reports. The Master Servicer shall service and administer the Mortgage Loans (a) By March 15 of each year, commencing in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, each of the Master ServicerMarch 2008, the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trusteerelated Servicer, the Master Servicer and the Depositor on Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall furnish or before March 15th otherwise make available, and shall cause any Servicing Function Participant engaged by it to furnish, which in each case shall not be an expense of each calendar year beginning in 2008the Trust Fund, to the Securities Administrator and the Depositor, a report signed by on an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the Relevant Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following: that contains (aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria applicable to the related Attesting Party; (b) A statement by such officer that such Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Relevant Servicing Criteria applicable to the related Attesting Party; Criteria, (cC) An such party’s assessment by such officer of the related Attesting Party’s compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as and (D) a whole involving the related Attesting 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 related Attesting Party’s Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and. (eb) A statement as to which of No later than the Servicing Criteria, if any, are not applicable to such Attesting Party, which statement shall be based on the activities such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving such Attesting Party, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, 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. On or before March 15th end of each calendar year beginning year, the related Servicer and the Master Servicer shall forward to the Securities Administrator and the Depositor, the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in 2008the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity. When the related Servicer and the Master Servicer (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Attesting Party Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall furnish to review each such report and, if applicable, consult with the related Servicer, the Master Servicer, the Depositor Securities Administrator and any Servicing Function Participant engaged by such parties as to the Trustee a report (an “Attestation Report”) nature of any material instance of noncompliance with the Relevant Servicing Criteria by a registered public accounting firm that attests toeach such party, and reports on, (ii) the Assessment of Compliance made by the related Attesting 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 shall cause any subservicer and each subcontractor determined by it to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided above along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee Securities Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N L and on any similar exhibit set forth in the Servicing Agreement in respect of Xxxxx Fargo, and notify the Depositor of any exceptions. In the event a Servicing Function Participant is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, or cause a Servicing Function Participant engaged by it to provide, a report on assessment of compliance pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be. The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (c) By March 15 of each year, commencing in March 2008, the related Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by such party to cause, which in each case shall not be an expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, 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, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. Such report must be available for general use and not contain restricted use language. (d) Notwithstanding the foregoingforegoing provisions of Section 3.14, (i) in the event that during any calendar year (or applicable portion thereof) a Servicing Function Participant services 5% or less of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, as to calculated by the Master Servicer, or (ii) in any subcontractor (as defined calendar year in the related servicing agreement), which an Assessment of Compliance annual report on Form 10-K is not required to be delivered unless it is required as part of a Form 10-K filed with respect to the Trust Fund. In additionissuing entity, for the avoidance of doubt and without duplicationthen, in each such event, the Master Servicer shall (Servicing Function Participant may, in lieu of providing an assessment of compliance and shall cause each subservicer engaged by it to) attestation thereon in accordance with Item 1122 of Regulation AB, provide to the Depositor and the Trustee information concerning Master Servicer, by not later than March 1 of such calendar year, an Annual Independent Public Accountants’ Servicing Report. If a Servicing Function Participant provides an Annual Independent Public Accountants’ Servicing Report pursuant to this subsection (d), then the following: certification required to be delivered by the Servicing Function Participant (Apursuant to clause (a)(iv) above shall be in the form acceptable to the Master Servicer. Promptly after receipt of such report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any Event of Default hereunder exceptions. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event any Servicing Function Participant is terminated, assigns its rights and any subservicer event of default under duties under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be. (i) For so long as the Trust Fund is subject to Exchange Act reporting requirements, failure of the related Subservicing AgreementServicer to comply timely with this Section 3.14 shall be deemed a Servicer Default as to such Servicer, (B) automatically, without notice and without any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicercure period, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide notify the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information: (A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to comply with this Section 3.14 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, Trustee and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master such Servicer under this Agreement and in and to the related Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Failure The Trustee shall so terminate the defaulting Servicer by delivery of the Trustee to comply with this Section 3.14 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor maynotice thereof via first class mail, in addition to whatever rights the Depositor may have under this Agreement and at law facsimile or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the sameelectronic mail. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. In . (ii) After the event the Master ServicerTrust Fund ceases to be subject to Exchange Act reporting requirements, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms failure of the Agreement, the related Custodial Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause Servicer to be provided an Attestation Report pursuant to comply timely with this Section 3.14 shall be deemed a Servicer Default as provided for in Section 8.01(a)(ix). The Trustee may terminate the defaulting Servicer by delivery of notice thereof via first class mail, facsimile or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationelectronic mail.