Common use of Obligations of the Custodian; Indemnification Clause in Contracts

Obligations of the Custodian; Indemnification. (a) On or before [March 1st] of each calendar year, beginning with [March 1], 20[ ], the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to the Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant paragraph (b) of this Section 3.29 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the PCAOB. (b) On or prior to the Closing Date, the Custodian shall deliver to the Depositor and the Securities Administrator, a certification in the form of Exhibit S attached hereto regarding the items it will address in its assessment of compliance with the Servicing Criteria under this Section 3.30(b). On or before [March 1] of each calendar year, beginning with [March 1], 20[ ], the Custodian shall deliver to the Depositor and the Securities Administrator a report regarding its assessment of compliance with the Relevant Servicing Criteria identified in Exhibit S attached hereto, as of and for the period ending the end of the fiscal year ending no later than [December 31] of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit S and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party, (b) a statement that such party used the Servicing Criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria, which report shall be delivered by the Custodian as provided in Section 3.23. (c) The Custodian has not and shall not engage any Subcontractor which is a “Servicing Function Participant.” (d) The Custodian agrees to indemnify the Depositor and the Trustee, and each of their respective directors, officers, employees and agents and the Trust Fund and 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 the engagement of any Subcontractor in violation of Section 3.30(c) or any failure by the Custodian to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.30(a) or (b).

Obligations of the Custodian; Indemnification. (a) On or before [March 1st] 1st of each calendar year, beginning with [March 1], 20[ ]2007, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to the Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant paragraph (b) of this Section 3.29 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the PCAOB. (b) On or prior to the Closing Date, the Custodian shall deliver to the Depositor and the Securities Administrator, a certification in the form of Exhibit S attached hereto regarding the items it will address in its assessment of compliance with the Servicing Criteria under this Section 3.30(b). On or before [March 1] 1 of each calendar year, beginning with [March 1], 20[ ]2007, the Custodian shall deliver to the Depositor and the Securities Administrator a report regarding its assessment of compliance with the Relevant Servicing Criteria identified in Exhibit S attached hereto, as of and for the period ending the end of the fiscal year ending no later than [December 31] 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit S and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party, (b) a statement that such party used the Servicing Criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria, which report shall be delivered by the Custodian as provided in Section 3.23. (c) The Custodian has not and shall not engage any Subcontractor which is a “Servicing Function Participant.” (d) The Custodian agrees to indemnify the Depositor and the Trustee, and each of their respective directors, officers, employees and agents and the Trust Fund and 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 the engagement of any Subcontractor in violation of Section 3.30(c) or any failure by the Custodian to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.30(a) or (b).

Obligations of the Custodian; Indemnification. (a) On or before [March 1st] 1st of each calendar year, beginning with [March 1], 20[ ]2007, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to the Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant paragraph (b) of this Section 3.29 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the PCAOB. (b) On or prior to the Closing Date, the Custodian shall deliver to the Depositor and the Securities Administrator, a certification in the form of Exhibit S attached hereto regarding the items it will address in its assessment of compliance with the Servicing Criteria under this Section 3.30(b). On or before [March 1] 1 of each calendar year, beginning with [March 1], 20[ ]2007, the Custodian shall deliver to the Depositor and the Securities Administrator a report regarding its assessment of compliance with the Relevant Servicing Criteria identified in Exhibit S attached hereto, as of and for the period ending the end of the fiscal year ending no later than [December 31] 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit S and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party, (b) a statement that such party used the Servicing Criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria, which report shall be delivered by the Custodian as provided in Section 3.23. (c) The Custodian has not and shall not engage any Subcontractor which is a “Servicing Function Participant.” (d) The Custodian agrees to indemnify the Depositor and the Trustee, and each of their respective directors, officers, employees and agents and the Trust Fund and 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 the engagement of any Subcontractor in violation of Section 3.30(c) or any failure by the Custodian to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.30(a) or (b).

Obligations of the Custodian; Indemnification. (a) On or before [March 1st] 15th of each calendar year, beginning with [March 1]15, 20[ ]2007, the Custodian shall, at its own expense, cause a firm of independent public accountants (who may also render other services to the Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Depositor a report to the effect that such firm that attests to, and reports on, the assessment made by such asserting party pursuant paragraph (b) of this Section 3.29 below, which report shall be made in accordance with standards for attestation engagements issued or adopted by the PCAOB. No cure period shall be available to the Custodian to remedy a failure to deliver such report within the time period specified in this Section 3.29(a). (b) On or prior to the Closing Date, the Custodian shall deliver to the Depositor and the Securities Administrator, a certification in the form of Exhibit S attached hereto regarding the items it will address in its assessment of compliance with the Servicing Criteria under this Section 3.30(b). On or before [March 1] 15th of each calendar year, beginning with [March 1]15, 20[ ]2007, the Custodian shall deliver to the Depositor and the Securities Administrator a report regarding its assessment of compliance with the Relevant Servicing Criteria identified in Exhibit S attached heretohereto applicable to the Custodian, as of and for the period ending the end of the fiscal year ending no later than [December 31] 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the Relevant Servicing Criteria specified in Exhibit S and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the Relevant Servicing Criteria applicable to such party, (b) a statement that such party used the Servicing Criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria, which report shall be delivered by the Custodian as provided in Section 3.23. No cure period shall be available to the Custodian to remedy a failure to deliver such reports within the time period specified in this Section 3.29(b). (c) The Custodian has not and shall not engage any Subcontractor which is a “Servicing Function Participant.” (d) The Custodian agrees to indemnify the Depositor and the Trustee, and each of their respective directors, officers, employees and agents and the Trust Fund and 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 the engagement of any Subcontractor in violation of Section 3.30(c3.29(c) or any failure by the Custodian to deliver any information, report, certification, accountants’ letter or other material when and as required under this Agreement, including any report under Sections 3.30(a3.29(a) or (b).