Common use of Attestation Reports Clause in Contracts

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Securities Administrator and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, a Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such partiesparty, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March September 15 of each year, commencing in March 2008September 2007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, Indenture Trustee shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Administrator and the Indenture Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Depositor and the TrusteeAdministrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Indenture Trustee or any Servicing Function Participant engaged by such partiesit, the Trustee Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 10.03 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(b)(ii)), commencing in March 20082007, the Servicer, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer, the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Servicer, the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 8.01 is coupled with an attestation meeting the requirements of this Section subsection and notify the Depositor of any exceptions. None of the Servicer, the Master Servicer, the Securities Administrator, or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) Servicer that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCustodian, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 10-K is not required to be filed in respect of the Trust Fund for the preceding fiscal year, provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the Trust Fund.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (ia) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeServicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorMaster Servicer, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until April 15 in any given year so long as it has received written confirmation from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Section Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any exceptionsother provision in this Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Servicer, the Securities Administrator and the Trusteeany NIMS Insurer, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Paying Agent’s obligation to provide assessments of compliance and attestations under this Section 9.25 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Paying Agent shall be obligated to provide a copy of such reports, by March 15 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such partiesparty, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082009, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer2009, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Depositor and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 6.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By On or before March 15 15th of each yearcalendar year in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in beginning with March 15, 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the or Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, as applicable, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Servicer or any Servicing Function Participant engaged by the parties is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee in its capacity as a Custodian (to the extent it is also acting as custodian) or any servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation.

Attestation Reports. (ia) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Indenture Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, the Trustee Securities Administrator, the Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Sponsor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor Sponsor of any exceptions. (c) The Master Servicer shall include all attestations received by it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Master Servicer or the Securities Administrator to comply timely with this Section 3.18 shall be deemed a Master Servicing Default, automatically, without notice and without any cure period, and the Indenture Trustee shall, at the direction of the Sponsor, terminate all the rights and obligations of the Master Servicer under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Master Servicing Agreement or any other agreement to the contrary. (e) In the event the Master Servicer, the Securities Administrator, the Indenture Trustee or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestations pursuant to this Section 3.18 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Certificate Insurer, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such partiesparty, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) ), the Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent Agent, the Trustee and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. In the event that the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCredit Risk Manager, the Trustee Paying Agent (if other than the Trustee), the Trustee, the Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Indenture Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, the Trustee Securities Administrator, the Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Sponsor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor Sponsor of any exceptions. (c) The Master Servicer shall include all attestations received by it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Master Servicer or the Securities Administrator to comply timely with this Section 3.18 shall be deemed a Master Servicing Default, automatically, without notice and without any cure period, and the Indenture Trustee shall, at the direction of the Sponsor, terminate all the rights and obligations of the Master Servicer under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Master Servicing Agreement or any other agreement to the contrary. (e) In the event the Master Servicer, the Securities Administrator, the Indenture Trustee or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestations pursuant to this Section 3.18 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for preceding calendar or fiscal year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March September 15 of each year, commencing in March 2008September 2007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, Indenture Trustee shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Administrator and the Indenture Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Depositor and the TrusteeAdministrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOBPublic Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Indenture Trustee or any Servicing Function Participant engaged by such partiesit, the Trustee Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 10.03 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 8.01(b)(ii)), commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Master Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer, the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Servicer, the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 8.01 is coupled with an attestation meeting the requirements of this Section subsection and notify the Depositor of any exceptions. None of the Servicer, the Master Servicer, the Securities Administrator, or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) ), the Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent Agent, the Trustee and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCredit Risk Manager, the Trustee Paying Agent (if other than the Trustee), the Trustee, the Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each yearyear for so long as the Depositor is subject to Exchange Act reporting requirements for the Xxxxxx Mortgage Trust 2006-3, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master ServicerTrustee, the Paying Agent (if other than the Trustee) Custodian and the TrusteeCredit Risk Manager, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and Custodian, the TrusteeCredit Risk Manager, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Trustee and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, and the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) ), the Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent Agent, the Trustee and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCredit Risk Manager, the Trustee Paying Agent (if other than the Trustee), the Trustee, the Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Servicer, the Certificate Insurer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such partiesparty, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (ia) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeServicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorMaster Servicer, the DepositorSecurities Administrator, the Master Servicer Depositor and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until May 15 in any given year so long as it has received written confirmation from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Section Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any exceptionsother provision in this Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master RMBS Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeRMBS Servicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorRMBS Master Servicer, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee RMBS Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until April 15 in any given year so long as it has received written confirmation from from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of RMBS Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements RMBS Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the RMBS Servicer under this Section RMBS Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the RMBS Servicer for the same. This paragraph shall supersede any exceptionsother provision in this RMBS Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master HELOC Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeHELOC Servicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorHELOC Back-Up Servicer, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee HELOC Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until April 15 in any given year so long as it has received written confirmation from from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of HELOC Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements HELOC Back-Up Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the HELOC Servicer under this Section HELOC Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the HELOC Servicer for the same. This paragraph shall supersede any exceptionsother provision in this HELOC Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Issuer for the preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Issuer. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeServicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorMaster Servicer, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until April 15 in any given year so long as it has received written confirmation from from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Section Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any exceptionsother provision in this Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082009, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) Servicer that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Certificate Insurer, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082009, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. In the event that the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying AgentAgent (if other than the Trustee), the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each yearyear for so long as the Depositor is subject to Exchange Act reporting requirements for the Structured Asset Securities Corporation Mortgage Loan Trust 2006-S2, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeCredit Risk Manager, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the TrusteeCredit Risk Manager, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Credit Risk Manager or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 10-K is not required to be filed in respect of the Trust for the preceding fiscal year, provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed in respect of the Trust.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee’s and Paying Agent’s obligation to provide assessments of compliance and attestations under this Section 9.25 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Trustee and Paying Agent shall be obligated to provide a copy of such reports, by March 15 of each year, to the Depositor.

Attestation Reports. (ia) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeServicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorMaster Servicer, the Securities Administrator, the Depositor, the Master Servicer Certificate Insurer and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until May 15 in any given year so long as it has received written confirmation from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Section Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any exceptionsother provision in this Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 of each yearyear in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Certificate Insurer, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such partiesparty, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee), the Trustee (if it has been a Servicing Function Participant at any time during the fiscal year covered by the Form 10-K) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent Agent, the Trustee and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCredit Risk Manager, the Trustee Paying Agent (if other than the Trustee), the Trustee, the Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer’s, Trustee’s and Paying Agent’s obligation to provide assessments of compliance and attestations under this Section 9.25 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Securities Administrator and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, a Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar or fiscal year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the RMBS Master Servicer, the Paying Agent (if other than the Trustee) Indenture Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the RMBS Master Servicer, the Paying Agent and Indenture Trustee, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the RMBS Master Servicer, the Paying AgentIndenture Trustee, the Trustee Securities Administrator, the RMBS Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Sponsor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor Sponsor of any exceptions. (c) The RMBS Master Servicer shall include all attestations received by it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the RMBS Master Servicer or the Securities Administrator to comply timely with this Section 3.18 shall be deemed a RMBS Master Servicing Default, automatically, without notice and without any cure period, and the Indenture Trustee shall, at the direction of the Sponsor, terminate all the rights and obligations of the RMBS Master Servicer under this RMBS Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the RMBS Master Servicer for the same. This paragraph shall supersede any other provision in this RMBS Master Servicing Agreement or any other agreement to the contrary. (e) In the event the RMBS Master Servicer, the Securities Administrator, the Indenture Trustee or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestations pursuant to this Section 3.18 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (c) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) Failure of the Master Servicer to comply timely with this Section 3.18 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Indenture Trustee and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, the Trustee Securities Administrator, the Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Sponsor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor Sponsor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until April 15 in any given year so long as it has received written confirmation from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) The Master Servicer shall include all attestations received by it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Master Servicer or the Securities Administrator to comply timely with this Section 3.18 shall be deemed a Master Servicing Default, automatically, without notice and without any cure period, and the Indenture Trustee shall, at the direction of the Sponsor, terminate all the rights and obligations of the Master Servicer under this Master Servicing Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Master Servicing Agreement or any other agreement to the contrary. (e) In the event the Master Servicer, the Securities Administrator, or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestations pursuant to this Section 3.18 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorSecurities Administrator, the Depositor, the Master Servicer Insurer and the TrusteeDepositor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or if it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (c) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) Failure of the Master Servicer to comply timely with Section 3.18(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Trustee and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, and the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Trustee shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Issuer for the preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Issuer. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, any servicer or any Servicing Function Participant engaged by the parties is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082009, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and each comparable report submitted by the Servicer pursuant to the Purchase and Servicing Agreement and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce the obligation of the Servicer as set forth in the Purchase and Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Purchase and Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, the Purchase and Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation. (iv) Failure of the Master Servicer to comply timely with Section 3.16(b)(i) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master ServicerServicer , the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer Certificate Insurer and the Trustee, Trustee to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (B) the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 10-K is not required to be filed in respect of the Trust Fund for the preceding fiscal year.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorSecurities Administrator, the Depositor, the Master Servicer Certificate Insurer and the TrusteeDepositor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or if it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (c) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) Failure of the Master Servicer to comply timely with Section 3.18(a) shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 of each yearyear for so long as the Depositor is subject to Exchange Act reporting requirements for the Xxxxxx Mortgage Trust 2006-4, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Credit Risk Manager, the Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee in its capacity as Custodian (to the extent it is also acting as custodian) or any servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar or fiscal year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Trustee and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, and the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Issuer for the preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Issuer. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Paying Agent’s obligation to provide assessments of compliance and attestations under this Section 9.25 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Paying Agent shall be obligated to provide a copy of such reports, by March 15 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. In the event that the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying AgentAgent (if other than the Trustee), the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeServicer or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the SponsorMaster Servicer, the Depositor, the Master Servicer Securities Administrator and the TrusteeSponsor, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt None of such report from the Master Servicer, the Paying Agent, the Trustee Servicer or any Servicing Function Participant engaged by it shall be required to deliver or cause the delivery of such partiesreports until April 15 in any given year so long as it has received written confirmation from the Securities Administrator that a Form 15 relating to the automatic suspension of reporting in respect of the Issuing Entity under the Exchange Act has been filed. (c) For so long as the Issuing Entity is subject to Exchange Act reporting requirements, failure of the Trustee shall confirm that each assessment submitted pursuant subsection (a) of Servicer to comply timely with this Section 9.25 is coupled with an attestation meeting 4.08 shall be deemed a Servicing Default, automatically, without notice and without any cure period, and the requirements Master Servicer shall, at the direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Section Servicing Agreement and notify in and to the Depositor of Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any exceptionsother provision in this Servicing Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, as applicable, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Trustee and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, and the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Securities Administrator and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) , in its capacity as a Custodian and the TrusteeGMAC Bank (as a Custodian), each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as a Custodian, GMAC Bank (as a Custodian), the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as a Custodian, GMAC Bank (as a Custodian), a Servicer or any Servicing Function Participant engaged by it is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodians’ obligation to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. (c) The Master Servicer shall enforce the obligation of the Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) Failure of the Master Servicer to comply timely with this Section 3.18 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (ia) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iib) Promptly after receipt of such report from the Master Servicer, Servicer the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this to Section 9.25 3.17 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or 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 Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. (c) The Master Servicer shall enforce the obligation of the Servicer as set forth in the related Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (d) Failure of the Master Servicer to comply timely with this Section 3.18 shall be deemed a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the proceeding calendar or fiscal year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b), or such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Trustee and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 of each yearyear for so long as the Depositor is subject to Exchange Act reporting requirements for the Structured Asset Securities Corporation Mortgage Loan Trust 2006-S3, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeCredit Risk Manager, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the TrusteeCredit Risk Manager, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Credit Risk Manager or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 15th of each year, commencing in March 20082009, the Master Servicer, the Paying Agent (if other than the Trustee) Servicer and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and each comparable report submitted by the Servicer pursuant to the Purchase and Servicing Agreement and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party's obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce the obligation of the Servicer as set forth in the Purchase and Servicing Agreement to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Purchase and Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, the Purchase and Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation. (iv) Failure of the Master Servicer to comply timely with Section 3.16(b)(i) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Securities Administrator and the Trustee, in its capacity as a Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, in its capacity as a Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as a Custodian, a Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as a Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the TrusteeSecurities Administrator) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee Securities Administrator and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee Securities Administrator shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By On or before March 15 15th of each yearcalendar year in which the Depositor is required to file reports with respect to the Trust Fund in accordance with the Exchange Act and the rules and regulations of the Commission, commencing in beginning with March 200815, 2009, the Master Servicer, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and the or Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, as applicable, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar or fiscal year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master ServicerTrustee, the Paying Agent (if other than the Trustee) Custodian and the TrusteeCredit Risk Manager, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and Custodian, the TrusteeCredit Risk Manager, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer, the Credit Risk Manager or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008[ ], the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Indenture Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentIndenture Trustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Issuer for the preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Issuer. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each yearyear (subject to the later date referred to in Section 3.16(b)(ii)), commencing in March 2008[ ], the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to causecause (unless such party has elected to take responsibility for assessing compliance with the Relevant Servicing Criteria and providing the related attestation with respect to such Relevant Servicing Criteria for any such Subcontractor engaged by it in accordance with Regulation AB Telephone Interpretation 17.06), each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentTrustee, in its capacity as Custodian, the Trustee Securities Administrator, a Servicer or any Servicing Function Participant engaged by such parties, (i) the Trustee Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until March 30 in any given year for so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for preceding calendar or fiscal year which, if the circumstances apply, the Depositor agrees to provide prior to March 1 of the applicable year; provided that the Custodian shall only be required to deliver or cause to be delivered such report with respect to any fiscal year for which a Form 10-K is required to be filed by the Trust. The Master Servicer shall include each such attestation furnished to it with its own attestation to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party (in the case of a Servicer, to the extent required under the applicable Servicing Agreement) shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) or to such other applicable agreement, for the applicable period immediately preceding such termination, assignment or resignation, notwithstanding any such termination, assignment or resignation.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, the Master Servicer, the Paying Agent (if other than the Trustee) Trustee and the TrusteeCustodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master ServicerTrustee, the Paying Agent and the TrusteeCustodian, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Depositor shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.04 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Trustee shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Depositor pursuant to this Section. (iv) In the event the Trustee, the Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.04(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.04 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than the Trustee) Securities Administrator and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Servicer and the Trustee, in its capacity as Custodian, the Securities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters report on assessment of compliance with the Relevant Servicing Criteria from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, the Servicer or any Servicing Function Participant engaged by such party is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16(b) with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, notwithstanding any such termination, assignment or resignation. (v) The Trustee’s obligation in its capacity as Custodian to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, the Master Servicer, the Paying Agent (if other than Securities Administrator, the Trustee) and the Trustee, in its capacity as Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent and Trustee, in its capacity as Custodian, the TrusteeSecurities Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, Securities Administrator and the Depositor, the Master Servicer and the Trustee, to the effect that (Ai) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (Bii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of each such assessment of compliance and attestation report from the Master Servicer, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant to subsection (a) of this Section 9.25 3.16 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Securities Administrator pursuant to this Section. (iv) In the event the Master Servicer, the Securities Administrator, the Trustee, in its capacity as Custodian, the Servicer or any Servicing Function Participant engaged by it is terminated, assigns its rights and duties under or resigns pursuant to the terms of this Agreement, or any applicable custodial agreement, servicing agreement or subservicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.16 notwithstanding any such termination, assignment or resignation. (v) The Trustee’s and the Custodian’s obligation to provide assessments of compliance and attestations under this Section 3.16 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Notwithstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Master Servicer and the Securities Administrator shall be obligated to provide a copy of such reports, by March 31 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 2008, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the Trustee, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the Trustee, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying AgentAgent (if other than the Trustee), the Trustee or any Servicing Function Participant engaged by such parties, the Trustee shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Paying Agent’s obligation to provide assessments of compliance and attestations under this Section 9.25 shall terminate upon the filing of a Form 15 suspension notice on behalf of the Trust Fund. Not withstanding the foregoing, after the occurrence of such event, and provided that the Depositor is not otherwise provided with such reports or copies of such reports, the Paying Agent shall be obligated to provide a copy of such reports, by March 15 of each year, to the Depositor.

Attestation Reports. (i) By March 15 of each yearyear for so long as the Depositor is subject to Exchange Act reporting requirements for the BNC Mortgage Loan Trust 2007-3, commencing in March 2008, the Master Servicer, the Credit Risk Manager and the Paying Agent (if other than the Trustee) and the Trustee), each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Paying Agent Credit Risk Manager and the TrusteePaying Agent, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the Trustee, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Paying AgentCredit Risk Manager, the Trustee Paying Agent (if other than the Trustee) or any Servicing Function Participant engaged by such parties, the Trustee Exchange Act Signing Party shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.

Attestation Reports. 170 (i) By March 15 of each year, commencing in March 20082007, the Master Servicer, the Credit Risk Manager, the Paying Agent (if other than the Trustee) and the TrusteeSecurities Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Credit Risk Manager, the Paying Agent and the TrusteeSecurities Administrator, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish a report to the Sponsor, the Depositor, the Master Servicer and the TrusteeSecurities Administrator, to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. If the Trustee and the Paying Agent are the same party, the attestation report caused to be furnished by the Trustee shall also address the Relevant Servicing Criteria of the Paying Agent. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Credit Risk Manager, the Paying Agent, the Trustee Securities Administrator or any Servicing Function Participant engaged by such parties, the Trustee Securities Administrator shall confirm that each assessment submitted pursuant subsection (a) of this Section 9.25 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.