Common use of Attestation by Independent Public Accountants Clause in Contracts

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 1 of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K2007, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s 's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. The Trustee, within 2 Business Days of failure to receive the foregoing attestation report, shall notify the Master Servicer, the Special Servicer and each Servicing Participant of its failure to cause such attestation report to be provided as required under this Section 3.14, whereupon the Master Server, the Special Servicer or any such Servicing Participant shall have until March 15 (or March 14 if such year is a leap year) to cause such attestation report to be provided in accordance with the previous sentence. Each such related accountant’s 's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s's, the Master Servicer’s's, the Special Servicer’s 's or the applicable Servicing Participant’s 's obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ ' attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets meeting the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 (or if March 15 is not a Business Day the preceding Business Day) of each year, year (with no cure period), commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the DepositorDepositor (and to any depositor and trustee for any other securitization trust relating to a Serviced Securitized Companion Loan to the extent such depositor has been identified to the Trustee in writing), with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor (and to any depositor for any other securitization trust relating to a Serviced Securitized Companion Loan to the extent such depositor has been identified to the Trustee in writing) may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar yearyear (or, in the case of a securitized Serviced Securitized Companion Loan, the related securitization trust). The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 20082012, or April 15 each of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer Trustee and the TrusteeAdministrative Agent, each as applicable, at its own expense, shall causecause (and shall make any required certifications necessary in connection therewith), and the Master Servicer (or, in the case each of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer Trustee and the Trustee Administrative Agent, as applicable, shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer Underlying Securities to cause, a registered public accounting firm (which may also render other services to the Master ServicerTrustee and the Administrative Agent, the Special Serviceras applicable, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class RepresentativeAgencies, to the effect that includes (i) a statement that it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria during the immediately preceding fiscal year and (ii) on the basis of an examination conducted by such firm it in accordance with standards for attestation engagements issued or adopted by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board, attests to and reports its opinion on such Reporting Party’s assessment of compliance with the Relevant Servicing CriteriaCriteria during the immediately preceding fiscal year. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the TrusteeTrustee and the Administrative Agent, the Master Servicer, the Special Servicer or any Servicing Participantas applicable, the Depositor may review the report and, if applicable, consult with the TrusteeTrustee and the Administrative Agent, the Master Servicer or the Special Servicer as applicable, as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer Administrative Agent or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, Underlying Securities in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, Each of the Master Servicer Trustee and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long Administrative Agent, as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee applicable, shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a3.15(a) and notify the Depositor of any exceptions. (b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such reports, “Exchange Act Reports”) with respect to the Trust, the Administrative Agent shall indemnify the Depositor and any Affiliate that could be determined to be a “sponsor” of the Trust pursuant to Regulation AB and any officer or employee of the Depositor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Administrative Agent of its obligations set forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings required to be filed under the Exchange Act which have occurred as the result of the Administrative Agent’s breach of any obligation under this Agreement or the Administrative Agent’s negligence or willful misconduct; provided, however, that the failure of the Administrative Agent, through no fault of its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification obligation by the Administrative Agent pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Administrative Agent; provided further, that such a failure to deliver the applicable accountant’s report will be deemed to be a default in the performance of a covenant and agreement by the Administrative Agent hereunder. Furthermore, the Administrative Agent shall have no liability under this Section 3.16(b) for any failure by it to perform any of its obligations if such failure was caused by a failure of the Depositor to perform any obligation required to be performed by the Depositor hereunder that is necessary for the Administrative Agent to be able to perform any such obligation of the Administrative Agent, including, but not limited to, a failure by the Depositor to perform an obligation required of the Depositor under Section 6.1 hereof. Notwithstanding the foregoing, in no event shall the Administrative Agent be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Administrative Agent. (c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor, the Trustee and the Administrative Agent in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Trustee and Administrative Agent shall cooperate fully with the Depositor, as applicable, to deliver to the Depositor, the Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Depositor, the Trustee and the Administrative Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Depositor to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. (d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the Depositor, confirm in writing within five (5) Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Depositor of any of the following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Depositor that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee in a securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the Prospectus or any Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the Prospectus or any Prospectus Supplement; (C) no material changes to the Trustee’s and Administrative Agent’s, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the Prospectus or any Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee’s and Administrative Agent’s, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the Certificates, other than as disclosed in the Prospectus or any Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to Certificateholders other than as disclosed in the Prospectus or any Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Depositor of a type described in Item 1119 of Regulation AB other than as disclosed in the Prospectus or any Prospectus Supplement. (e) Each of the Trustee and the Administrative Agent shall promptly provide (but in any event at least seven (7) Business Days prior to the date a Form 10-D would be required to be filed) to the Depositor any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D to the extent such information relates to the Trustee or the Administrative Agent, as applicable, or their respective Affiliates and to the extent a Responsible Officer of the Trustee has actual knowledge of such reportable event. (f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor or the Administrative Agent, as applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. (g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable the Person who signs the reports mandated by the Exchange Act (including any reports required under the Xxxxxxxx-Xxxxx Act) (the “Certifying Person”) on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants’ report delivered pursuant to Section 3.16.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 5 (with a 7 Business Day notice and cure period as provided in Section 7.01(a)(iv) herein but no later than March 15) of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K2007, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 20082007, or April 15 each of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer Trustee and the TrusteeAdministrative Agent, each as applicable, at its own expense, shall cause, and the Master Servicer (or, in the case each of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer Trustee and the Trustee Administrative Agent, as applicable, shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer Underlying Securities to cause, a registered public accounting firm (which may also render other services to the Master ServicerTrustee and the Administrative Agent, the Special Serviceras applicable, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the DepositorTrustor, with a copy to the Rating Agencies and the Controlling Class RepresentativeAgencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s 's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s 's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the TrusteeTrustee and the Administrative Agent, as applicable, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor Trustor may review the report and, if applicable, consult with the TrusteeTrustee and the Administrative Agent, the Master Servicer or the Special Servicer as applicable, as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer Administrative Agent or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, Underlying Securities in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s 's or the applicable Servicing Participant’s 's obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer Trustee and the Special Servicer Administrative Agent, as applicable, shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor Trustor that a Report on Form 10-10 K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Each of the Trustee and the Administrative Agent, as applicable, shall confirm that each accountants’ ' attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a3.15(a) and notify the Depositor Trustor of any exceptions. (b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such reports, "Exchange Act Reports") with respect to the Trust, the Trustee and the Administrative Agent shall indemnify the Trustor and any Affiliate that could be determined to be a "sponsor" of the Trust pursuant to Regulation AB and any officer or employee of the Trustor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Trustee or the Administrative Agent of its obligations set forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings required to be filed under the Exchange Act which have occurred as the result of the Trustee's breach of any obligation under this Agreement or the Trustee's negligence or willful misconduct; provided, however, that the failure of the Trustee, through no fault of its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification obligation by the Trustee pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Trustee; provided further, however, that such a failure to deliver the applicable accountants report will be deemed to be an event of default by the Trustee. Furthermore, the Trustee shall have no liability under this Section 3.16(b) for any failure by it to perform any of its obligations if such failure was caused by a failure of the Trustor to perform any obligation required to be performed by the Trustor hereunder that is necessary for the Trustee to be able to perform any such obligation of the Trustee, including, but not limited to, a failure by the Trustor to perform an obligation required of the Trustor under Section 6.1 hereof. Notwithstanding the foregoing, in no event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee and the Administrative Agent, as applicable. (c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Trustor in connection with the satisfaction of the Trust's reporting requirements under the Exchange Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Trustor, the Trustee and the Administrative Agent in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Trustee and Administrative Agent shall cooperate fully with the Trustor, as applicable, to deliver to the Trustor, the Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Trustor, the Trustee and the Administrative Agent, as applicable, to permit the Trustor to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Trustor to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Trustor to satisfy any related filing requirements. (d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the Trustor, confirm in writing within five (5) Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Trustor of any of the following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Trustor that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the applicable Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the applicable Prospectus Supplement; (C) no material changes to the Trustee's and Administrative Agent's, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the applicable Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee's and Administrative Agent's, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the Certificates, other than as disclosed in the applicable Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to Certificateholders other than as disclosed in the applicable Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Trustor of a type described in Item 1119 of Regulation AB other than as disclosed in the applicable Prospectus Supplement. (e) Each of The Trustee and Administrative Agent shall promptly provide (but in any event at least seven (7) Business Days prior to the date a Form 10-D would be required to be filed) any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D to the extent such information relates to such party or its Affiliates. In addition, the Trustor shall provide the Trustee any similar disclosure relating to the Trustor and its affiliates that the Trustor has actual knowledge of in connection with the preparation of the Form 10-D; provided that the Trustor's failure to deliver such information shall not excuse the Trustee from the timely filing the applicable Form 10-D and the Trustee shall be entitled to deem that the Trustor has no such information in such event. (f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Trustor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Trustor or the Administrative Agent, as applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Trustor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. (g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable the Person who signs the reports mandated by the Exchange Act (including any reports required under the Sarbanes-Oxley Act) (the "Certifying Person") on which the Certifying Person, the entity for which the Certifying Persxx xxxx xx xx officer (if the Certifying Person is an individual), and such entity's officers, directors and Affiliates (collectively with the Certifying Person, "Certification Parties") to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants report delivered pursuant to Section 3.16.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 5 (subject to the seven (7) Business Day notice and cure period as provided in Section 7.01(a)(iv) herein) of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K2007, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the DepositorDepositor (and to any depositor and trustee for any other securitization trust relating to a Serviced Companion Loan), with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s 's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s 's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor (and to any depositor for any other securitization trust relating to a Serviced Companion Loan) may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s's, the Master Servicer’s's, the Special Servicer’s 's or the applicable Servicing Participant’s 's obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar yearyear (or, in the case of a securitized Serviced Companion Loan, the related securitization trust). The Trustee shall confirm that each accountants’ ' attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 20082007, or April 15 each of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer Trustee and the TrusteeAdministrative Agent, each as applicable, at its own expense, shall cause, and the Master Servicer (or, in the case each of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer Trustee and the Trustee Administrative Agent, as applicable, shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer Underlying Securities to cause, a registered public accounting firm (which may also render other services to the Master ServicerTrustee and the Administrative Agent, the Special Serviceras applicable, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the DepositorTrustor, with a copy to the Rating Agencies and the Controlling Class RepresentativeAgencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s 's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s 's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the TrusteeTrustee and the Administrative Agent, as applicable, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor Trustor may review the report and, if applicable, consult with the TrusteeTrustee and the Administrative Agent, the Master Servicer or the Special Servicer as applicable, as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer Administrative Agent or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, Underlying Securities in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s 's or the applicable Servicing Participant’s 's obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer Trustee and the Special Servicer Administrative Agent, as applicable, shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor Trustor that a Report on Form 10-10 K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Each of the Trustee and the Administrative Agent, as applicable, shall confirm that each accountants’ ' attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a3.15(a) and notify the Depositor Trustor of any exceptions. (b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such reports, "Exchange Act Reports") with respect to the Trust, the Trustee and the Administrative Agent shall indemnify the Trustor and any Affiliate that could be determined to be a "sponsor" of the Trust pursuant to Regulation AB and any officer or employee of the Trustor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Trustee or the Administrative Agent of its obligations set forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings required to be filed under the Exchange Act which have occurred as the result of the Trustee's breach of any obligation under this Agreement or the Trustee's negligence or willful misconduct; provided, however, that the failure of the Trustee, through no fault of its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification obligation by the Trustee pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Trustee; provided further, however, that such a failure to deliver the applicable accountants report will be deemed to be an event of default by the Trustee. Furthermore, the Trustee shall have no liability under this Section 3.16(b) for any failure by it to perform any of its obligations if such failure was caused by a failure of the Trustor to perform any obligation required to be performed by the Trustor hereunder that is necessary for the Trustee to be able to perform any such obligation of the Trustee, including, but not limited to, a failure by the Trustor to perform an obligation required of the Trustor under Section 6.1 hereof. Notwithstanding the foregoing, in no event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee and the Administrative Agent, as applicable. (c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Trustor in connection with the satisfaction of the Trust's reporting requirements under the Exchange Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Trustor, the Trustee and the Administrative Agent in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Trustee and Administrative Agent shall cooperate fully with the Trustor, as applicable, to deliver to the Trustor, the Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Trustor, the Trustee and the Administrative Agent, as applicable, to permit the Trustor to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Trustor to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Trustor to satisfy any related filing requirements. (d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the Trustor, confirm in writing within five (5) Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Trustor of any of the following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Trustor that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the applicable Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the applicable Prospectus Supplement; (C) no material changes to the Trustee's and Administrative Agent's, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the applicable Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee's and Administrative Agent's, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the Certificates, other than as disclosed in the applicable Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to Certificateholders other than as disclosed in the applicable Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Trustor of a type described in Item 1119 of Regulation AB other than as disclosed in the applicable Prospectus Supplement. (e) Each of The Trustee and Administrative Agent shall promptly provide (but in any event at least seven (7) Business Days prior to the date a Form 10-D would be required to be filed) any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D to the extent such information relates to such party or its Affiliates. In addition, the Trustor shall provide the Trustee any similar disclosure relating to the Trustor and its affiliates that the Trustor has actual knowledge of in connection with the preparation of the Form 10-D; provided that the Trustor's failure to deliver such information shall not excuse the Trustee from the timely filing the applicable Form 10-D and the Trustee shall be entitled to deem that the Trustor has no such information in such event. (f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Trustor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Trustor or the Administrative Agent, as applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Trustor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. (g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable the Person who signs the reports mandated by the Exchange Act (including any reports required under the Sarbanes-Oxley Act) (the "Certifying Person") on which the Certifying Xxxxxx, xxx xntity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity's officers, directors and Affiliates (collectively with the Certifying Person, "Certification Parties") to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants report delivered pursuant to Section 3.16.

Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 20082013, or April 15 each of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer Trustee and the TrusteeAdministrative Agent, each as applicable, at its own expense, shall causecause (and shall make any required certifications necessary in connection therewith), and the Master Servicer (or, in the case each of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer Trustee and the Trustee Administrative Agent, as applicable, shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer Underlying Securities to cause, a registered public accounting firm (which may also render other services to the Master ServicerTrustee and the Administrative Agent, the Special Serviceras applicable, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class RepresentativeAgencies, to the effect that includes (i) a statement that it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria during the immediately preceding fiscal year and (ii) on the basis of an examination conducted by such firm it in accordance with standards for attestation engagements issued or adopted by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board, attests to and reports its opinion on such Reporting Party’s assessment of compliance with the Relevant Servicing CriteriaCriteria during the immediately preceding fiscal year. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the TrusteeTrustee and the Administrative Agent, the Master Servicer, the Special Servicer or any Servicing Participantas applicable, the Depositor may review the report and, if applicable, consult with the TrusteeTrustee and the Administrative Agent, the Master Servicer or the Special Servicer as applicable, as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer Administrative Agent or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, Underlying Securities in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, Each of the Master Servicer Trustee and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long Administrative Agent, as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee applicable, shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a3.15(a) and notify the Depositor of any exceptions. (b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such reports, “Exchange Act Reports”) with respect to the Trust, the Administrative Agent shall indemnify the Depositor and any Affiliate that could be determined to be a “sponsor” of the Trust pursuant to Regulation AB and any officer or employee of the Depositor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Administrative Agent of its obligations set forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings required to be filed under the Exchange Act which have occurred as the result of the Administrative Agent’s breach of any obligation under this Agreement or the Administrative Agent’s negligence or willful misconduct; provided, however, that the failure of the Administrative Agent, through no fault of its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification obligation by the Administrative Agent pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Administrative Agent; provided further, that such a failure to deliver the applicable accountant’s report will be deemed to be a default in the performance of a covenant and agreement by the Administrative Agent hereunder. Furthermore, the Administrative Agent shall have no liability under this Section 3.16(b) for any failure by it to perform any of its obligations if such failure was caused by a failure of the Depositor to perform any obligation required to be performed by the Depositor hereunder that is necessary for the Administrative Agent to be able to perform any such obligation of the Administrative Agent, including, but not limited to, a failure by the Depositor to perform an obligation required of the Depositor under Section 6.1 hereof. Notwithstanding the foregoing, in no event shall the Administrative Agent be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Administrative Agent. (c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor, the Trustee and the Administrative Agent in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Trustee and Administrative Agent shall cooperate fully with the Depositor, as applicable, to deliver to the Depositor, the Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Depositor, the Trustee and the Administrative Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Depositor to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. (d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the Depositor, confirm in writing within five Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Depositor of any of the following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Depositor that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee in a securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the Prospectus or any Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the Prospectus or any Prospectus Supplement; (C) no material changes to the Trustee’s and Administrative Agent’s, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the Prospectus or any Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee’s and Administrative Agent’s, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the Certificates, other than as disclosed in the Prospectus or any Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to Certificateholders other than as disclosed in the Prospectus or any Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Depositor of a type described in Item 1119 of Regulation AB other than as disclosed in the Prospectus or any Prospectus Supplement. (e) Each of the Trustee and the Administrative Agent shall promptly provide (but in any event at least seven Business Days prior to the date a Form 10-D would be required to be filed) to the Depositor any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D to the extent such information relates to the Trustee or the Administrative Agent, as applicable, or their respective Affiliates and to the extent a Responsible Officer of the Trustee has actual knowledge of such reportable event. (f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor or the Administrative Agent, as applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. (g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable the Person who signs the reports mandated by the Exchange Act (including any reports required under the Sxxxxxxx-Xxxxx Act) (the “Certifying Person”) on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants’ report delivered pursuant to Section 3.16.

Attestation by Independent Public Accountants. (a) On or before noon (Eastern Time) on March 15 2 of each year, with no cure period, commencing in March 20082011, or April 15 each of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer Trustee and the TrusteeAdministrative Agent, each as applicable, at its own expense, shall causecause (and shall make any required certifications necessary in connection therewith), and the Master Servicer (or, in the case each of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer Trustee and the Trustee Administrative Agent, as applicable, shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer Underlying Securities to cause, a registered public accounting firm (which may also render other services to the Master ServicerTrustee and the Administrative Agent, the Special Serviceras applicable, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class RepresentativeAgencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the TrusteeTrustee and the Administrative Agent, the Master Servicer, the Special Servicer or any Servicing Participantas applicable, the Depositor may review the report and, if applicable, consult with the TrusteeTrustee and the Administrative Agent, the Master Servicer or the Special Servicer as applicable, as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer Administrative Agent or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, Underlying Securities in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer Trustee and the Special Servicer Administrative Agent, as applicable, shall not be required to cause the delivery of such reports until April March 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Each of the Trustee and the Administrative Agent, as applicable, shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a3.15(a) and notify the Depositor of any exceptions. (b) For so long as reports are required to be filed with the Commission under the Exchange Act (any such reports, “Exchange Act Reports”) with respect to the Trust, the Trustee and the Administrative Agent shall indemnify the Depositor and any Affiliate that could be determined to be a “sponsor” of the Trust pursuant to Regulation AB and any officer or employee of the Depositor that signs an Exchange Act Report and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that any of them may sustain in any way related to (i) the breach by the Trustee or the Administrative Agent of its obligations set forth under Sections 3.15, 3.16 or Section 6.1 or (ii) any erroneous, delinquent or missed Exchange Act Reports or other filings required to be filed under the Exchange Act which have occurred as the result of the Trustee’s breach of any obligation under this Agreement or the Trustee’s negligence or willful misconduct; provided, however, that the failure of the Trustee, through no fault of its own, to deliver when required the accountants report pursuant to Section 3.16(a) shall not give rise to an indemnification obligation by the Trustee pursuant to this Section 3.16(b), unless such failure was due in part to the fault of the Trustee; provided further, that such a failure to deliver the applicable accountant’s report will be deemed to be a default in the performance of a covenant and agreement by the Trustee hereunder. Furthermore, the Trustee shall have no liability under this Section 3.16(b) for any failure by it to perform any of its obligations if such failure was caused by a failure of the Depositor to perform any obligation required to be performed by the Depositor hereunder that is necessary for the Trustee to be able to perform any such obligation of the Trustee, including, but not limited to, a failure by the Depositor to perform an obligation required of the Depositor under Section 6.1 hereof. Notwithstanding the foregoing, in no event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.16(b). This indemnity shall survive the termination of this Agreement or the earlier resignation or removal of the Trustee and the Administrative Agent, as applicable. (c) Each of the Trustee and the Administrative Agent shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust’s reporting requirements under the Exchange Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor, the Trustee and the Administrative Agent in reasonable good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. Each of the Trustee and Administrative Agent shall cooperate fully with the Depositor, as applicable, to deliver to the Depositor, the Trustee or the Administrative Agent, as applicable (including any of their assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the reasonable good faith determination of the Depositor, the Trustee and the Administrative Agent, as applicable, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee, as applicable, or the servicing of the Underlying Securities, reasonably believed by the Depositor to be necessary in order to effect such compliance; provided that such information is available to such party without unreasonable effort or expense and within such timeframe as may be reasonably required. The Trustee and the Administrative Agent shall have a reasonable period of time to comply with any request made under this Section 3.16(c) but in any event, shall, upon reasonable advance request, provide information in sufficient time to allow the Depositor to satisfy any related filing requirements. (d) Each of the Trustee and the Administrative Agent, as applicable, shall (i) upon written request of the Depositor, confirm in writing within five (5) Business Days of receipt of such request that the following is true and correct, or if it is not true and correct to provide reasonable adequate disclosure of the pertinent facts, in writing, to the Depositor of any of the following, and (ii) as promptly as practicable following the Trustee and the Servicing Participant (in each case on behalf of itself and any of its Servicing Participants) obtaining actual knowledge shall use commercially reasonable efforts to notify the Depositor that any of the following is not true and correct: (A) the Trustee and the Administrative Agent has not been terminated as trustee in a securitization, either due to a servicing default or to application of a servicing performance test or trigger, other than as disclosed in the Prospectus or any Prospectus Supplement; (B) no material noncompliance with the applicable Servicing Criteria with respect to other securitizations involving the Trustee and Administrative Agent, as applicable, as servicer or trustee has been disclosed or reported by the Trustee or Administrative Agent, as applicable, other than as disclosed in the Prospectus or any Prospectus Supplement; (C) no material changes to the Trustee’s and Administrative Agent’s, as applicable, policies or procedures with respect to the servicing function or trustee function it will perform under this Agreement for corporate bonds of a type similar to the Underlying Securities have occurred during the three-year period immediately preceding the Closing Date, other than as disclosed in the Prospectus or any Prospectus Supplement; (D) there is no material risk that any aspects of the Trustee’s and Administrative Agent’s, as applicable, financial condition could have a material impact on the performance of the Underlying Securities or the Certificates, other than as disclosed in the Prospectus or any Prospectus Supplement; (E) there are no legal or governmental proceedings pending (or known to be contemplated) against the Trustee or Administrative Agent, as applicable, that would be material to Certificateholders other than as disclosed in the Prospectus or any Prospectus Supplement; and (F) there are no affiliations, relationships or transactions relating to the Trustee and Administrative Agent, as applicable, with respect to the issuance of the Certificates and any party thereto identified by the Depositor of a type described in Item 1119 of Regulation AB other than as disclosed in the Prospectus or any Prospectus Supplement. (e) Each of The Trustee and Administrative Agent shall promptly provide (but in any event at least seven (7) Business Days prior to the date a Form 10-D would be required to be filed) any necessary disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D to the extent such information relates to such party or its Affiliates. In addition, the Depositor shall provide the Trustee any similar disclosure relating to the Depositor and its affiliates that the Depositor has actual knowledge of in connection with the preparation of the Form 10-D; provided that the Depositor’s failure to deliver such information shall not excuse the Trustee from the timely filing the applicable Form 10-D and the Trustee shall be entitled to deem that the Depositor has no such information in such event. (f) Each of the parties acknowledges and agrees that one of the purposes of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor or the Administrative Agent, as applicable, for delivery of additional or different information as the Trustee, the Administrative Agent or the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB. (g) Each of the Trustee and the Administrative Agent shall execute a reasonable reliance certificate to enable the Person who signs the reports mandated by the Exchange Act (including any reports required under the Sarxxxxx-Xxxxx Xxt) (the “Certifying Person”) on which the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) to rely upon each annual compliance statement provided pursuant to Section 3.15 and any accountants report delivered pursuant to Section 3.16.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 of each year, with no cure period, commencing in March 20082007, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s 's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s 's attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s's, the Master Servicer’s's, the Special Servicer’s 's or the applicable Servicing Participant’s 's obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ ' attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets the requirements of Section 3.13(a) and notify the Depositor of any exceptions.

Attestation by Independent Public Accountants. On or before noon (Eastern Time) on March 15 1st of each year, with no cure period, commencing in March 2008, or April 15 of each year in which the Trust Fund is not required to file a Form 10-K20___, the Master Servicer, the Special Servicer and the Trustee, each at its own expense, shall cause, and the Master Servicer (or, in the case of the Master Servicer with respect to the Sub-Servicers identified on Exhibit Y hereto, shall use reasonable efforts to cause), the Special Servicer and the Trustee shall cause each Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to cause, and the Master Servicer shall cause each Additional Servicer to cause, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee or the applicable Servicing Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee and the Depositor, with a copy to the Rating Agencies and the Controlling Class Representative, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Party, which includes an assertion that such Reporting Party has complied with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, attests to and reports on such Reporting Party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant, the Depositor may review the report and, if applicable, consult with the Trustee, the Master Servicer or the Special Servicer as to the nature of any defaults by the Trustee, the Master Servicer, the Special Servicer or any Servicing Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Trustee’s, the Master Servicer’s, the Special Servicer’s or the applicable Servicing Participant’s Participants’ obligations hereunder or under the applicable servicing agreement. The Trustee, the Master Servicer and the Special Servicer shall not be required to cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Report on Form 10-K is not required to be filed in respect of the Trust Fund for the preceding calendar year. The Trustee shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment of compliance that on its face meets meeting the requirements of Section 3.13(a) and notify the Depositor of any exceptionsexceptions .