Common use of Auditor's Opinion; Other Annual Reports and Exchange Act Reporting Clause in Contracts

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072008, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx connectixx xxxx xxx xecuritization xxcuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx ixxxxxxxx xxx Mortgage Xortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx The Xxxxxx Xxxxxcer Xxxxxxer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072008, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b4.1.4(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072009, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) A. For so long as the Mortgage Trust Student Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master ServicerAdministrator, on behalf of the Issuer, and the Depositor, no later than [March 5 5] of each year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer Administrator, on behalf of the Issuer, and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer Issuer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing AgreementAttachment [C]; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer Administrator, on behalf of the Issuer, and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer Administrator, on behalf of the Issuer, or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates Notes and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a7.3(A) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) 3.9 to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) B. Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii7.3(A)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii7.3(A)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b)3.9. (c) C. On or before [March 5 5] of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the Servicer shall deliver to the Master Servicer Administrator, on behalf of the Issuer, and the Depositor a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer Issuer and its the Depositor and their officers, directors and affiliates in the event that the Master Servicer Issuer or the Depositor is required under the Pooling and Servicing Agreement Indenture to file a SarbanesXxxxxxxx-Oxley Xxxxx Certification directly with the Commission in connectxxx xxxx xxx xecuritization connection with the securitization of the Mortgage Trust Student Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. Attachment C. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer Administrator, on behalf of the Issuer, or the Depositor in connection with any additional SarbanesXxxxxxxx-Oxley Xxxxx Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Issuer or the Depositor involving the Trust Student Loans. The Servicer acknowledges that the Master Servicer Issuer and the Depositor may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c7.3(C) in signing a SarbanesXxxxxxxx-Oxley Xxxxx Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer Neither the Issuer nor the Depositor will not request delivery of a certification under this Section 4.1.3(c7.3(C) unless the Issuer and the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) D. On or before [March 5 5] of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the Servicer shall (i) deliver to the Master Servicer Administrator, on behalf of the Issuer, and the Depositor a statement of compliance addressed to the Master Servicer Issuer and the Depositor and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) E. For so long as the Mortgage Trust Student Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master ServicerAdministrator, on behalf of the Issuer, and the Depositor, no later than [March 5 5] of each year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master ServicerDepositor, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) F. Within [five (5) )] calendar days after a Distribution Date, the Servicer shall provide to the Master ServicerAdministrator, on behalf of the Issuer, and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, the Depositor and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing AgreementAttachment [E]. The Servicer acknowledges that the performance by the Master Servicer Administrator of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f7.3(F). (g) G. No later than [March 5 5] (with a 10 [10] calendar day cure period, but in no event later than [March 15]) of each year that the Trust Issuer is subject to the Exchange Act reporting requirements, commencing in March 200720__, the Servicer shall provide to the Master ServicerAdministrator, on behalf of the Issuer, and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, the Depositor and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing AgreementAttachment [F]. The Servicer acknowledges that the performance by the Master Servicer Administrator of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g7.3(G). (h) H. For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master ServicerAdministrator, on behalf of the Issuer, and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, and the Depositor and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing AgreementAttachment [G]. The Servicer acknowledges that the performance by the Master Servicer Administrator of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h7.3(H). (i) I. The Servicer shall indemnify the Master ServicerAdministrator, the Issuer, each affiliate of the Master Servicer, Administrator and the TrustIssuer, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 7.3 and 4.1.4 3.9 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 7.3 or 4.1.4 3.9 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 7.3 and 4.1.43.9, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) 3.9 any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.24.1. In the case of any failure of performance described in clause (ii) of this SectionSection 7.3, the Servicer shall promptly reimburse the Master Servicer Administrator, the Issuer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 7.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced Issuer is administered by the Master ServicerAdministrator, the Servicer Administrator shall provide, or cause to be provided in the case of clause (iii), to the Master ServicerIssuer and the Depositor, no later than [March 5 5] of each year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer Issuer and the Depositor) regarding the ServicerAdministrator 's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer Issuer and the Depositor and signed by an authorized officer of the ServicerAdministrator, and shall address, at a minimum, each of the Servicing Criteria applicable to the ServicerAdministrator, as specified in the table in Exhibit R to the Pooling and Servicing Agreement;Attachment [A]; and (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer Issuer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer Issuer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates Notes and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4K. (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before [March 5 5] of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the Servicer Administrator shall deliver to the Master Servicer Issuer and the Depositor a certificate signed by an authorized officer of the ServicerAdministrator, for the benefit of the Master Servicer Issuer and its the Depositor and their respective officers, directors and affiliates in the event that the Master Servicer Issuer or Depositor is required under the Pooling and Servicing Agreement Indenture to file a SarbanesXxxxxxxx-Oxley Xxxxx Certification directly with the Commission in connectxxx xxxx xxx xecuritization connection with the securitization of the Mortgage Trust Student Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. Attachment [B]. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer Issuer the Depositor in connection with any additional SarbanesXxxxxxxx-Oxley Xxxxx Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Issuer or the Depositor involving the Trust Student Loans. The Servicer Administrator acknowledges that the Master Servicer Issuer or the Depositor may rely on the certification provided by the Servicer Administrator pursuant to this Section 4.1.3(c9.3(b) in signing a SarbanesXxxxxxxx-Oxley Xxxxx Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer Neither the Issuer or the Depositor will not request delivery of a certification under this Section 4.1.3(c9.3(b) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (dc) On or before [March 5 5] of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, the Servicer Administrator shall (i) deliver to the Master Servicer Issuer and the Depositor a statement of compliance addressed to the Master Servicer Issuer and the Depositor and signed by an authorized officer of the ServicerAdministrator, to the effect that (A) a review of the ServicerAdministrator 's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (ed) For so long as the Mortgage Loans are master serviced Issuer is administered by the Master ServicerAdministrator, the Servicer Administrator shall provide to the Master ServicerIssuer and the Depositor, no later than [March 5 5] of each year or if such day is not a Business Day, the next Business Day (with a 10 [10] calendar day cure period, but in no event later than [March 15]), commencing in March 200720__, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicerboth the Issuer and the Depositor, in its their reasonable discretion, decides decide to waive this requirement regarding qualification. (fe) Within [five (5) )] calendar days after a Distribution Date, the Servicer Administrator shall provide to the Master ServicerIssuer and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, the Depositor and the ServicerAdministrator, the form and substance of any Additional Form 10-D Disclosure applicable to the ServicerAdministrator, as indicated in the table in Exhibit S [E] to the Pooling and Servicing Agreement. The Servicer Administrator acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D by the Issuer is contingent upon the Servicer Administrator strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f9.3(e). (gf) No later than [March 5 5] (with a 10 [10] calendar day cure period, but in no event later than [March 15]) of each year that the Trust Issuer is subject to the Exchange Act reporting requirements, commencing in March 200720__, the Servicer Administrator shall provide to the Master ServicerIssuer and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, the Depositor and the ServicerAdministrator, the form and substance of any Additional Form 10-K Disclosure applicable to the ServicerAdministrator, as indicated in the table in Exhibit T [F] to the Pooling and Servicing Agreement. The Servicer Administrator acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K by the Issuer is contingent upon the Servicer Administrator strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g9.3(f). (hg) For so long as the Trust Issuer is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the ServicerAdministrator, the Servicer Administrator shall provide to the Master ServicerIssuer and the Depositor, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer Issuer, the Depositor and the ServicerAdministrator, the form and substance of any Form 8-K Disclosure Information applicable to the ServicerAdministrator, as indicated in the table in Exhibit U Attachment [G] to the Pooling and Servicing Agreement. The Servicer Administrator acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K by the Issuer is contingent upon the Servicer Administrator strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h9.3(g). (ih) The Servicer Administrator shall indemnify the Master Servicer, each affiliate of the Master Servicer, the TrustIssuer, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Administrator Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 Section 9.3 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor Administrator (collectively, the "Servicer Administrator Information"), or (B) the omission or alleged omission to state in the Servicer Administrator Information a material fact required to be stated in the Servicer Administrator Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Administrator Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Administrator Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor Administrator to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB9.3; or (iii) any breach by the Servicer Administrator of a representation or warranty set forth in Section 5.24.1. In the case of any failure of performance described in clause (ii) of this Section, the Servicer Administrator shall promptly reimburse the Master Servicer Issuer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any SubcontractorAdministrator. If the indemnification provided for herein is unavailable to hold harmless any Servicer Administrator Information Indemnified Party, then the Servicer Administrator agrees that it shall contribute to the amount paid or payable by such Servicer Administrator Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Administrator Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Administrator Information Indemnified Party on the one hand and the Servicer Administrator on the other in connection with a breach of the ServicerAdministrator's obligations under this Section 4.1.3 9.3 or the ServicerAdministrator's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(302(a) (3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii4.1.3(a) (iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii4.1.3(a) (iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072008, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx connectixx xxxx xxx xecuritization xxcuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx ixxxxxxxx xxx Mortgage Xortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx The Xxxxxx Xxxxxcer Xxxxxxer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 20072009, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 20072009, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a SarbanesXxxxxxxx-Oxley Xxxxx Certification directly with the Commission in connectxxx xxxx xxx xecuritization connection with the securitization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional SarbanesXxxxxxxx-Oxley Xxxxx Certifications directly filed by the Master Servicer xxxxxxxxx xxx involving the Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a SarbanesXxxxxxxx-Oxley Xxxxx Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer The Master Servicer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGARXXXXX-compatible form, or in such other form as otherwise agreed upox xx upon by the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization the securitization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx xxxx xxx xecuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer SnServicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx xxx Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx Xxxxxx Xxxxxcer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox xx the Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Auditor's Opinion; Other Annual Reports and Exchange Act Reporting. (a) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide, or cause to be provided in the case of clause (iii), to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the following: (i) a report (in form and substance reasonably satisfactory to the Master Servicer and the Depositor) regarding the Servicer's assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, and shall address, at a minimum, each of the Servicing Criteria applicable to the Servicer, as specified in the table in Exhibit R to the Pooling and Servicing Agreement; (ii) a report of a registered public accounting firm reasonably acceptable to the Master Servicer and the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. If requested by the Master Servicer or the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's Registration Statement on Form S-3 relating to the Certificates and the Trust's Form 10-K; and (iii) an assessment of compliance and accountants' attestation described in paragraphs (i) and (ii) of this Section 4.1.3 (a) with respect to each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 4.1.4 (b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. (b) Each assessment of compliance provided by a Subservicer pursuant to Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An assessment of compliance provided by a Subcontractor pursuant to Section 4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable to it other than those specified by the Servicer pursuant to Section 4.1.4(b). (c) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall deliver to the Master Servicer a certificate signed by an authorized officer of the Servicer, for the benefit of the Master Servicer and its officers, directors and affiliates in the event that the Master Servicer is required under the Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly with the Commission in connectxxx connectixx xxxx xxx xecuritization xxcuritization of the Mortgage Loans (the "Transaction"), a certification in the form attached hereto as Exhibit B. The foregoing certification shall also be given upon thirty (30) days written request by the Master Servicer in connection with any additional Sarbanes-Oxley Certifications directly filed by the Master Servicer xxxxxxxxx ixxxxxxxx xxx Mortgage Xortgage Loans. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant to this Section 4.1.3(c) in signing a Sarbanes-Oxley Certification and filing such with the Commission. Thx The Xxxxxx Xxxxxcer Xxxxxxer will not request delivery of a certification under this Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Transaction. (d) On or before March 5 of each calendar year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, the Servicer shall (i) deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Servicer, to the effect that (A) a review of the Servicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof and (ii) cause each Subservicer to deliver to the Master Servicer a statement of compliance addressed to the Master Servicer and signed by an authorized officer of the Subservicer, to the effect that (A) a review of the Subservicer's activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under the applicable agreement during such period has been made under such officer's supervision, and (B) to the best of such officers' knowledge, based on such review, the Subservicer has fulfilled all of its obligations under the applicable agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. (e) For so long as the Mortgage Loans are master serviced by the Master Servicer, the Servicer shall provide to the Master Servicer, no later than March 5 of each year or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), commencing in March 2007, financial statements for the most recently closed fiscal year, together with an unqualified opinion thereon of an independent certified public accountant who is a member of the American Institute of Certified Public Accountants, unless the Master Servicer, in its reasonable discretion, decides to waive this requirement regarding qualification. (f) Within five (5) calendar days after a Distribution Date, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-D Disclosure applicable to the Servicer, as indicated in the table in Exhibit S to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(a) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-D is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(f). (g) No later than March 5 (with a 10 calendar day cure period, but in no event later than March 15) of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in March 2007, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Additional Form 10-K Disclosure applicable to the Servicer, as indicated in the table in Exhibit T to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(b) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 10-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(g). (h) For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event applicable to the Servicer, the Servicer shall provide to the Master Servicer, to the extent known, in EDGAR-compatible form, or in such other form as otherwise agreed upox upon xx the xhe Master Servicer and the Servicer, the form and substance of any Form 8-K Disclosure Information applicable to the Servicer, as indicated in the table in Exhibit U to the Pooling and Servicing Agreement. The Servicer acknowledges that the performance by the Master Servicer of its duties under Section 3.12(c) of the Pooling and Servicing Agreement relating to the timely preparation and filing of Form 8-K is contingent upon the Servicer strictly observing all applicable deadlines in the performance of its duties under this Section 4.1.3(h). (i) The Servicer shall indemnify the Master Servicer, each affiliate of the Master Servicer, the Trust, each broker dealer acting as underwriter or initial purchaser, each Person who controls any of such parties and the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor (each such entity, a "Servicer Information Indemnified Party"), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under Sections 4.1.3 and 4.1.4 hereof by or on behalf of the Servicer, or provided under Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or Subcontractor (collectively, the "Servicer Information"), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under Sections 4.1.3 and 4.1.4, including any failure by the Servicer to identify pursuant to Section 4.1.4(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicer of a representation or warranty set forth in Section 5.2. In the case of any failure of performance described in clause (ii) of this Section, the Servicer shall promptly reimburse the Master Servicer and the Depositor, as applicable, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. If the indemnification provided for herein is unavailable to hold harmless any Servicer Information Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Servicer Information Indemnified Party as a result of the losses, claims, damages or liabilities of such Servicer Information Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Servicer Information Indemnified Party on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.1.3 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.