Common use of Assessments of Compliance Clause in Contracts

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor and the DepositorNIMS Insurer, if any, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.30(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator and the NIMS Insurer, if any, 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from each Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) hereof shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each the Servicer as set forth in the related Mortgage Loan Purchase and Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Mortgage Loan Purchase and Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.20(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from each Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator or any Servicing Function Participant engaged by the parties is terminated, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as a Custodian (to the extent it is also acting as custodian), each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayin its capacity as a Custodian (to the extent it is also acting as custodian) or any Servicing Function Participant engaged by such party is terminated, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer 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 Servicer, the Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments 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 Master Servicer an annual report on assessment of compliance within Trust Fund for the time frame set forth in, and in such form and substance as may preceding calendar year; provided that the Custodian shall only be required pursuant to, the related Servicing Agreement. The Master Servicer shall include to deliver such annual reports on an assessment of compliance with its own assessment of compliance respect to any fiscal year for which a Form 10-K is required to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contraryTrust Fund.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor and the DepositorCertificate Insurer, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments 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 calendar year. (d) The Master Servicer shall enforce the obligation of each the Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Trustee and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.07(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period; provided, however, that a Subcontractor shall only be required to furnish such report if so required under the terms of the Servicing Agreement. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator Trustee 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. When the Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) it submit their assessments to the Securities AdministratorTrustee and Depositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee, the Securities Administrator Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, party and (ii) the Securities Administrator Trustee 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 M Q and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Issuer for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Issuer for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementIssuer. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 of each year, commencing in March 20072009, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Issuer for which a Form 10-K is required to be filed, the Master Servicer shall 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 ParticipantParticipant (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 Person). When the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by the Servicer pursuant to the Purchase and Servicing Agreement and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Servicer and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M F and on any similar exhibit set forth in the Purchase and Servicing Agreement and notify the Depositor of any exceptions. In the event that any Servicing Function Participant engaged by any party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, the Purchase and Servicing Agreement or sub-servicing agreement, as the case may be, such party shall provide or shall cause such Servicing Function Participant to provide for the applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (div) The Master Servicer shall enforce the obligation of each the Servicer as set forth in the related Purchase and Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (ev) Failure of the Master Servicer to comply timely with this Section 3.17(a3.16(a)(i) shall be deemed a Master Servicer an Event of Default, automatically, without notice and without any cure period, and the Indenture Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor, the Trustee, and the DepositorNIMS Insurer, if any, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.30(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall forward to the Securities Administrator and the NIMS Insurer, if any, 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Trustee, the Credit Risk Manager and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian and the Credit Risk Manager shall forward to the Securities Administrator 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 Master Servicer Custodian, the Credit Risk Manager and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorDepositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee and the Custodian, the Securities Administrator Credit Risk Manager and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian, the Credit Risk Manager or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M K and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver to any such assessments until April 15 in any given year so long as it has received written confirmation from the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be Depositor that a Form 10-K is not required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer Trust for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrarypreceding calendar year.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Trustee and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator Trustee 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. When the Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorTrustee and the Depositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, Trustee and the Securities Administrator Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator or any Servicing Function Participant engaged by the parties is terminated, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian (to the extent it is also acting as custodian), each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 20072008, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M F and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver to any such assessments until April 15 in any given year so long as it has received written confirmation from the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be Depositor that a Form 10-K is not required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer Trust for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.preceding calendar year..

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered Case c1o:m14p-lciavn-c0e8w17it5h-LthGe SR-eSleNvanDt oSceruvmiceinngt 1C-r1iterFiailaesdo1f0a/n1d0f/1or4thePfaigsceal8y0eaorf c3o5v9ered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as a Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as a Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as a Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as a Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from each Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as a Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007[ ], the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Issuer for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Issuer for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementIssuer. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 20072009, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.20(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.30(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.28(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M E and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such assessments 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 calendar year. (d) The Master Servicer shall enforce the obligation of each the Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer and Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by it is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M F and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver to any such assessments until April 15 in any given year so long as it has received written confirmation from the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be Depositor that a Form 10-K is not required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer Trust for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.preceding calendar year..

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 20072008, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M F and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments 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 Master Servicer an annual report on assessment of compliance within Trust for the time frame set forth in, preceding calendar year. 217412 HomeBanc 2007-1 Pooling and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Group I Senior Certificate Insurer and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities AdministratorAdministrator and the Group I Senior Certificate Insurer, such parties will also at such time include the assessment (and attestation pursuant to Section 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator and the Group I Senior Certificate Insurer pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, with the prior written consent of the Group I Senior Certificate Insurer, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M K and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer be required to deliver any such assessments until April 15 in any given year so long as set forth in the related it has 201359 HomeBanc 2006-2 Transfer and Servicing Agreement to deliver to received written confirmation from the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be Depositor that a Form 10-K is not required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer Trust for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrarypreceding calendar year.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer and Servicer, the Securities Administrator, the Trustee, in its capacity as a Custodian and GMAC Bank (as a Custodian), each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as a Custodian and GMAC Bank (as a Custodian), shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as a Custodian, GMAC Bank (as a Custodian) and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as a Custodian, and GMAC Bank (as a Custodian) and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M R and on any similar exhibit set forth in each Servicing Agreement in respect of the related Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such 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. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as a Custodian, GMAC Bank (as a Custodian) or in equity or to damagesany Servicing Function Participant engaged by it is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer 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 Servicer, the Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments 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 Master Servicer an annual report on assessment of compliance within Trust for the time frame set forth in, and in such form and substance as may preceding calendar year; provided that the Custodian shall only be required pursuant to, the related Servicing Agreement. The Master Servicer shall include to deliver such annual reports on an assessment of compliance with its own assessment of compliance respect to any fiscal year for which a Form 10-K is required to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contraryTrust.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from each Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor and the DepositorInsurer, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s 's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s 's assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Issuer for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Issuer for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementIssuer. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(a)(iii)), commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)8.04(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Servicer and the Master Servicer Servicer, 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 Servicer, the Master Servicer and the Securities Administrator (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 subsection (b) of this Section 3.188.01) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Servicer, the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M F and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver to any such assessments until April 15 in any given year so long as it has received written confirmation from the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be Depositor that a Form 10-K is not required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure filed in respect of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer Trust for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrarypreceding calendar year.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Trustee and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator Trustee 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. When the Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorTrustee and Depositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee, the Securities Administrator Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 20072008, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Issuer for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Issuer for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementIssuer. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Trustee, and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator 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 Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorDepositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee and the Custodian, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of the parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator or the Custodian or any Servicing Function Participant engaged by any such party is terminated, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide or shall cause such Servicing Function Participant to provide for the contraryapplicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20072008, the Master Servicer Trustee and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator Trustee 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. When the Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorTrustee and Depositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee, the Securities Administrator Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor and the DepositorCertificate Insurer, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian (to the extent it is also acting as custodian), each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicer to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayTrustee, in addition to whatever rights the Trustee may have under this Agreement and at law its capacity as Custodian, or in equity or to damagesany Servicing Function Participant engaged by such party is terminated, including injunctive relief and specific performance, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Group I Senior Certificate Insurer and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities AdministratorAdministrator and the Group I Senior Certificate Insurer, such parties will also at such time include the assessment (and attestation pursuant to Section 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator and the Group I Senior Certificate Insurer pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, with the prior written consent of the Group I Senior Certificate Insurer, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 20072008, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each the Servicer as set forth in the related Purchase and Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Trustee, the Credit Risk Manager and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator Trustee and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian and the Credit Risk Manager shall forward to the Securities Administrator Trustee 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. When the Master Servicer Custodian, the Credit Risk Manager and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorDepositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee and the Custodian, the Securities Administrator Credit Risk Manager and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian, the Credit Risk Manager or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (a) By March 15 of each year, commencing in March 2007, the Master Servicer and the Securities Administrator, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Securities Administrator Administrator, the Depositor and the DepositorCertificate Insurer, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (b) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer shall 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 and the Securities Administrator (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 3.18) of each Servicing Function Participant engaged by it. (c) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (d) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such annual reports on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. . (e) Failure of the Master Servicer to comply timely with this Section 3.17(a) 3.17 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorTrustee, in its capacity as Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor (provided that the Master Servicer shall furnish copies of each such report received by it from the Servicers to the Depositor), a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Trustee, in its capacity as Custodian, shall each 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 ParticipantParticipant (provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and Securities Administrator are the same Person). When the Master Servicer Servicer, the Trustee, in its capacity as Custodian, and the Securities Administrator (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 subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Trustee, in its capacity as Custodian, and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of the related Servicer and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such all annual reports on assessment of compliance received by it from each Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (ev) Failure of In the event the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of DefaultServicer, automaticallythe Securities Administrator, without notice and without any cure period, and the Trustee mayin its capacity as Custodian (to the extent it is also acting as custodian) or any Servicing Function Participant engaged by such party is terminated, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in terms of this Agreement Agreement, or any other agreement applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to the contrarythis Section 3.16(a) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer Trustee, and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnishfurnish or otherwise make available, each at its own expense, to the Securities Administrator and the Depositor, a report on an such party’s assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d3.07(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer Custodian shall forward to the Securities Administrator 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 Master Servicer Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) them submit their assessments to the Securities AdministratorDepositor, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.04) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master ServicerTrustee and the Custodian, the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M and notify the Depositor of any exceptions. (div) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an annual report on assessment of compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer Trustee shall include such all annual reports on assessment of compliance received by it from the Servicer (or the Subservicer on its behalf) with its own assessment of compliance to be submitted to the Securities Administrator Depositor pursuant to this Section. (ev) Failure of In the Master Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultevent the Trustee, automaticallythe Servicer, without notice and without the Custodian or any cure periodServicing Function Participant engaged by such party is terminated, and the Trustee may, 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, terminate all the assigns its rights and obligations of the Master Servicer under this Agreement and in and or resigns pursuant to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede terms of this Agreement, or any other provision in applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.04(a) or to such other applicable agreement with respect to the period of time it was subject to this Agreement or any other agreement to the contraryapplicable subservicing agreement, notwithstanding any such termination, assignment or resignation.

Assessments of Compliance. (ai) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(a)(iii)), commencing in March 2007[ ], the Master Servicer Servicer, the Securities Administrator and the Securities AdministratorCustodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06) to furnish, each at its own expense, to the Securities Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.29(d)3.19(b) and for each fiscal year thereafter, whether or not a Form 10-K is required to be filed, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (bii) No later than the end of each fiscal year for the Trust for which a Form 10-K is required to be filed, the Master Servicer and the Custodian, shall each 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. When 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 (or any Servicing Function Participant engaged by them) are the same Person). When the Master Servicer, the Custodian, and the Securities Administrator submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to subsection (b) of this Section 3.183.16) of each Servicing Function Participant engaged by it. (ciii) Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and each comparable report submitted by a Servicer and, if applicable, consult with the Master Servicer, the Securities Administrator Administrator, the Custodian, the Servicers and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the 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 M Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (d) The Master Servicer . None of such parties shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement be required to deliver any such assessments until March 30 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 Master Servicer Trust for the preceding calendar year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver such an annual report on assessment of compliance within with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing AgreementTrust. The Master Servicer shall include such all annual reports on assessment of compliance received by it with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section. (e) Failure of . In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer to comply timely with this Section 3.17(a) shall be deemed a Master Servicer Event of Defaultor any Servicing Function Participant engaged by any such party is terminated, automatically, without notice and without any cure period, and the Trustee may, 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, terminate all the assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the Master Servicer under this Agreement and case may be, such party (in and the case of a Servicer, to the Loans and extent required under the proceeds thereof without compensating the Master Servicer applicable Servicing Agreement) shall provide or shall cause such Servicing Function Participant to provide for the same. This paragraph shall supersede applicable period preceding such assignment and termination a report on assessment of compliance pursuant to this Section 3.16(a) or to such other applicable agreement, notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contraryresignation.