Common use of Report on Assessment of Compliance and Attestation Clause in Contracts

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Each Servicer that has serviced the end of Mortgage Loans during each fiscal calendar year during which the Issuer is required to file a an annual report on Form 10-K with is required to be filed pursuant to Section 4.06(c) on behalf of the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: Trust (i) deliver if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall deliver, at its own expense, to the Issuer Depositor, the Trustee and Owner Trustee a report (in form each Rating Agency an officer’s certification and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of its compliance with the Servicing Criteria during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the “Assessment of Compliance”), which assessment shall be addressed substantially in the form of Exhibit K-1 hereto. (b) Each Servicer that has serviced the Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to the Issuer and the Owner Trustee and signed by an authorized officer be filed pursuant to Section 4.06(c) on behalf of the AdministratorTrust (i) if JPMorgan Chase Bank, and shall address National Association is such Servicer, not later than March 1st of each of such calendar year (other than the Servicing Criteria applicable to calendar year during which the Administrator; Closing Date occurs) or (ii) deliver if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall cause, at its own expense, a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Issuer Depositor, the Trustee and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer each Rating Agency, that attests to, to and reports on, on the assessment of compliance made provided by the Administrator and delivered Servicer pursuant to Section 3.21(a) (the preceding paragraph“Accountant’s Attestation”). Such attestation Accountant’s 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; and. (iiic) deliver to Each Servicer that has serviced the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust (i) if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall deliver on behalf of any Sub-Servicer and each Subcontractor (participating in the servicing function during any part of such calendar year that such Servicer was servicing the Mortgage Loans) to the Depositor, the Trustee and each Rating Agency an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit K-1 hereto. (d) Each Servicer that has serviced the Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust (i) if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall cause each Sub-Servicer and each Subcontractor (participating in the servicing function during any part of such fiscal year that such Servicer was servicing the Mortgage Loans) to deliver to the Depositor, the Trustee and each Rating Agency an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(c) above. (e) Not later than, with respect to any calendar year during which an issuing entity whose asset pool includes annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the ReceivablesTrust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall deliver to the Depositor and each Rating Agency an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trustee during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto. (f) Not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall deliver to the Depositor and each Rating Agency an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(e) above. (g) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Trustee and each Rating Agency an Assessment of Compliance with regard to the Servicing Criteria applicable to such Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-2 hereto. (h) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Trustee and each Rating Agency an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(g) above. (i) With respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before the date on which the Trust’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Oversight Manager shall deliver to the Depositor, the Trustee and each Rating Agency either (x) an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Trust’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. (j) With respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before the date on which the Trust’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Oversight Manager shall deliver to the Depositor, the Trustee and each Rating Agency either (x) an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance, if required to be delivered pursuant to Section 3.21(i) above or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Trust’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. (k) Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Oversight Manager and the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based directly on (i) the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required of it pursuant to Section 3.21, as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.21, as applicable. If Notwithstanding the Administrator foregoing, in no event shall any Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 3.21. (l) The Trustee agrees to indemnify and hold harmless the Depositor, the Trust Oversight Manager and each Person, if any, who “controls” the Depositor or the Trust Oversight Manager within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver when required any Assessment of Compliance required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.21(e); provided, however, that the failure of the Trustee to deliver when required an Accountant’s Attestation will be deemed to be an event of default by the Trustee and will subject the Trustee to removal pursuant to Section 8.07. Notwithstanding the foregoing, in no event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21. (m) The Trust Oversight Manager agrees to indemnify and hold harmless each of the Depositor and the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Oversight Manager to deliver or cause to be delivered when required any Assessment of Compliance, Accountant’s Attestation or other statement required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance or other statement provided on its behalf pursuant to Section 3.21. (n) Copies of such Assessments of Compliance and Accountant’s Attestations shall be provided by the Trustee, at the expense of the Trust, to any Certificateholder, upon request, provided such statement is delivered to the same Trustee. The initial Assessments of Compliance and Accountant’s Attestations required pursuant to this Section 3.21 shall be delivered to the Trustee and the Depositor, as applicable, by each party no later than March 15, 2008. (o) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.21 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply (to the extent practicable from a timing and information systems perspective and to the extent that the requesting party will pay for any increased costs of the Trustee caused by such request) with requests made by the Seller, the Depositor or the Servicer for delivery of additional or different information as the ServicerSeller, such party’s compliance the Depositor or the Servicer may determine in good faith is necessary to comply with Section 3.12 the provisions of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2013, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2015, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period but in no event) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2014, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2016, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2011, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer on or before May 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Each Servicer that has serviced the end of Mortgage Loans during each fiscal calendar year during which the Issuer is required to file a an annual report on Form 10-K with is required to be filed pursuant to Section 4.06(c) on behalf of the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: Trust (i) deliver if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall deliver, at its own expense, to the Issuer Depositor, the Trustee, the Securities Administrator and Owner Trustee a report (in form each Rating Agency an officer’s certification and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of its compliance with the Servicing Criteria during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the “Assessment of Compliance”), which assessment shall be addressed substantially in the form of Exhibit K-1 hereto. (b) Each Servicer that has serviced the Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to the Issuer and the Owner Trustee and signed by an authorized officer be filed pursuant to Section 4.06(c) on behalf of the AdministratorTrust (i) if JPMorgan Chase Bank, and shall address National Association is such Servicer, not later than March 1st of each of such calendar year (other than the Servicing Criteria applicable to calendar year during which the Administrator; Closing Date occurs) or (ii) deliver if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall cause, at its own expense, a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof) that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Issuer Depositor, the Securities Administrator and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer Trustee, that attests to, to and reports on, on the assessment of compliance made provided by the Administrator and delivered Servicer pursuant to Section 3.21(a) (the preceding paragraph“Accountant’s Attestation”). Such attestation Accountant’s 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; and. (iiic) deliver to Each Servicer that has serviced the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust (i) if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall deliver on behalf of any Sub-Servicer and each Subcontractor (participating in the servicing function during any part of such calendar year that such Servicer was servicing the Mortgage Loans) to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit K-1 hereto. (d) Each Servicer that has serviced the Mortgage Loans during each calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust (i) if JPMorgan Chase Bank, National Association is such Servicer, not later than March 1st of each such calendar year (other than the calendar year during which the Closing Date occurs) or (ii) if JPMorgan Chase Bank, National Association is not such Servicer, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), shall cause each Sub-Servicer and each Subcontractor (participating in the servicing function during any part of such fiscal year that such Servicer was servicing the Mortgage Loans) to deliver to the Depositor, the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(c) above. (e) Not later than, with respect to any calendar year during which an issuing entity whose asset pool includes annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the ReceivablesTrust, 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall deliver to the Depositor and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to the Securities Administrator during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto. (f) Not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall deliver to the Depositor and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(e) above. (g) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to such Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-2 hereto. (h) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which the annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(g) above. (i) With respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each such calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before the date on which the Trust’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Oversight Manager shall deliver to the Depositor, the Securities Administrator and the Trustee either (x) an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager during the preceding calendar year, which assessment shall be substantially in the form of Exhibit K-1 hereto or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Trust’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. (j) With respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) 15 calendar days before the date on which the Trust’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Trust Oversight Manager shall deliver to the Depositor, the Securities Administrator and the Trustee either (x) an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance, if required to be delivered pursuant to Section 3.21(i) above or (y) a statement indicating that, based on the activities of the Trust Oversight Manager during the preceding calendar year, Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB do not require the Trust’s annual report on Form 10-K for such calendar year to contain an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trust Oversight Manager; provided, however, that the Depositor may waive such requirement in its reasonable discretion. (k) Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Securities Administrator, the Trust Oversight Manager and the Trustee and each Person, if any, who “controls” the Depositor, the Securities Administrator or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based directly on (i) the failure of such Servicer or any related Sub-Servicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required of it pursuant to Section 3.21, as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.21, as applicable. If Notwithstanding the foregoing, in no event shall any Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 3.21. (l) The Securities Administrator agrees to indemnify and hold harmless the Depositor, the Trust Oversight Manager, the Trustee and each Person, if any, who “controls” the Depositor, the Trust Oversight Manager or the Trustee within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Securities Administrator to deliver when required any Assessment of Compliance required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.21(e); provided, however, that the failure of the Securities Administrator to deliver when required an Accountant’s Attestation will be deemed to be an event of default and will subject the Securities Administrator to removal pursuant to Section 8.17. Notwithstanding the foregoing, in no event shall the Securities Administrator be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21. (m) The Trust Oversight Manager agrees to indemnify and hold harmless each of the Depositor, the Securities Administrator and the Trustee and each Person, if any, who “controls” the Depositor, the Securities Administrator or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Oversight Manager to deliver or cause to be delivered when required any Assessment of Compliance, Accountant’s Attestation or other statement required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance or other statement provided on its behalf pursuant to Section 3.21. (n) Copies of such Assessments of Compliance and Accountant’s Attestations shall be provided by the Securities Administrator, at the expense of the Trust, to any Certificateholder, upon request, provided such statement is delivered to the same Securities Administrator. The initial Assessments of Compliance and Accountant’s Attestations required pursuant to this Section 3.21 shall be delivered to the Trustee, the Securities Administrator and the Depositor, as applicable, by each party no later than March 15, 2007. (o) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.21 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply (to the extent practicable from a timing and information systems perspective and to the extent that the requesting party will pay for any increased costs of the Trustee caused by such request) with requests made by the Seller, the Depositor or the Servicer for delivery of additional or different information as the ServicerSeller, such party’s compliance the Depositor or the Servicer may determine in good faith is necessary to comply with Section 3.12 the provisions of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2014, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2010, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer on or before May 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2024, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2007, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s 's compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s 's obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2013, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria substantially in the form of Exhibit P (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer a 10-K is required to file a be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report on Form 10-K and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit V and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render services to the Issuer Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review such report and, if applicable, consult with each such party as to the nature of any defaults by such party, in the fulfillment of any of such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2016, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90i) days after By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit W and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Seller and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee by such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2019, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2020, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 20[__], the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2009, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer on or before May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2023, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 9.12(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (i) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (ii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such Assessment of Compliance and Accountant’s Attestation, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2011, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2012, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer on or before May 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 20[­­__], the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iiic)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iiic)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale [____]-[_] Leases and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)[____]-[_] Vehicles.

Report on Assessment of Compliance and Attestation. On By March 15 of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish or otherwise make available, each at its own expense, to the Trust Administrator, the Trustee and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.06(c), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an Accountant’s Attestation on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file be filed, each Servicer and the Master Servicer shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same person). When the Master Servicer, the Modification Oversight Agent and each Servicer (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessments of Compliance (and Accountant’s Attestation) of each Servicing Function Participant engaged by it. Promptly after receipt of each Assessment of Compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, a report Servicer, a Custodian and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit Q and on any similar exhibit set forth in the Designated Servicing Agreement in respect of the Designated Servicer and notify the Depositor of any exceptions. None of such parties will be required to deliver any such assessments until March 30 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Securities Trust Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following Certificate Insurer pursuant to this Section. In the Closing Dateevent the Master Servicer, the Trust Administrator shall: (i) or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide an Assessment of Compliance pursuant to this Section 3.21, or to such other applicable agreement, notwithstanding any termination, assignment or resignation. The Master Servicer shall enforce any obligation of the Designated Servicer and the Custodians, to the extent set forth in the Designated Servicing Agreement or Custodial Agreement, as applicable, to deliver to the Issuer Master Servicer an Assessment of Compliance within the time frame set forth in, and Owner Trustee a report (in such form and substance reasonably satisfactory as may be required pursuant to, the Designated Servicing Agreement or Custodial Agreement, as applicable. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Issuer) regarding Trust Administrator and the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABTrustee pursuant to this Section. Such report shall be addressed Notwithstanding anything to the Issuer and the Owner Trustee and signed by an authorized officer contrary in this Section, Xxxxx Fargo, in its capacity as a Servicer shall deliver its Assessment of the Administrator, and shall address each of the Servicing Criteria applicable Compliance to the Administrator; Master Servicer (iionly so long as Xxxxx Fargo is the Master Servicer) deliver who in turn will forward such items to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)appropriate parties.

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2022, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2008, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s 's compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s 's obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2018, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. (i) On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2007, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90i) days after By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, as applicable (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Seller and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee by such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 20[ ], the Servicer, Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance (90an “Assessment of Compliance”) days after with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file a be filed, the Master Servicer and the Custodian shall forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Form 10-K with Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Securities Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and Exchange Commission, commencing with the fiscal year ended March 31st immediately following Trust Administrator are the Closing Datesame Person). When the Master Servicer, the Custodian and the Trust Administrator shall: (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, (i) deliver the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment nature of compliance any material instance of noncompliance with the Relevant Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administratoreach such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address each all of the Servicing Criteria applicable and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicer with its own Assessment of Compliance to be submitted to the Administrator;Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (iib) deliver to By March 1 (with a ten-calendar day cure period) of each year, commencing in March 20[ ], the Issuer Servicer, the Master Servicer, the Trust Administrator and the Owner Trustee a report of Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm reasonably acceptable and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Issuer Trust Administrator and the Depositor, to the effect that attests to(i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the assessment basis of compliance made an examination conducted by the Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be such firm in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible standards for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided attestation engagements issued or adopted by the Administrator pursuant PCAOB, it is expressing an opinion as to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.12 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Sale Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Servicer, the Custodian or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement will satisfy or sub-servicing agreement, as the Administrator’s obligations set forth in case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 1.21(c3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end March 15th of each fiscal year during which calendar year, beginning in 2007 until and unless a Form 15 suspension notification has been filed with respect to the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing DateTrust, the Administrator Custodian shall, at its own expense: (i) deliver to the Issuer and Owner Trustee Trust Administrator a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator) regarding the AdministratorCustodian’s assessment of compliance with the Servicing Criteria (set forth in Exhibit G) applicable to it during the immediately preceding reporting calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Each such report shall include (a) a statement of the Custodian’s responsibility for assessing compliance with the Servicing Criteria applicable to it, (b) a statement that the Custodian used the criteria applicable to it identified in Exhibit G to assess compliance with the applicable Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by the Custodian, and (d) a statement that a registered public accounting firm has issued an attestation report on the Custodian’s assessment of compliance with the applicable Servicing Criteria, which report shall be delivered by the Custodian as provided in this Section 27(d). Such report shall be addressed to the Issuer and the Owner Trustee Depositor and signed by an authorized officer of the AdministratorCustodian, and shall address each of the applicable Servicing Criteria applicable to the Administrator;Criteria; and (ii) deliver to the Issuer and the Owner Trustee Trust Administrator a report of a registered public accounting firm reasonably acceptable (who may also render other services to the Issuer Custodian), which is a member of the American Institute of Certified Public Accountants, that attests to, and reports on, the assessment of compliance made by the Administrator Custodian 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 1933 Act and the Exchange Act; and. (iii) deliver to the Issuer The Custodian has not and the Owner Trustee and shall not engage any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification subcontractor which is “participating in the form attached hereto as Exhibit B. The Administrator acknowledges that servicing function” within the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery meaning of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 Item 1122 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria substantially in the form of Exhibit O (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer a 10-K is required to file a be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report on Form 10-K and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken individually, address the Relevant Servicing Criteria for each party as set forth on Exhibit V and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render services to the Issuer Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review such report and, if applicable, consult with each such party as to the nature of any defaults by such party, in the fulfillment of any of such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable related Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance (90an “Assessment of Compliance”) days after with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. Fremont 2006-C Pooling & Servicing Agreement No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file a be filed, the Master Servicer and the Trustee shall each forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Form 10-K with Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Securities Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and Exchange Commissionthe Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, commencing with such parties will also at such time include the fiscal year ended March 31st immediately following the Closing Dateassessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, the Administrator shall: (i) deliver the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment nature of compliance any material instance of noncompliance with the Relevant Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administratoreach such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address each all of the Servicing Criteria applicable and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Administrator;Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (iib) deliver to By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Issuer Servicer, the Master Servicer and the Owner Trustee a report of Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm reasonably acceptable (which may also render other services to the Issuer Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that attests tois a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the assessment basis of compliance made an examination conducted by the Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be such firm in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible standards for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided attestation engagements issued or adopted by the Administrator pursuant PCAOB, it is expressing an opinion as to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, whether such party’s compliance with Section 3.12 the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Sale and Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such Fremont 2006-C Pooling & Servicing Agreement will satisfy registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Administrator’s obligations set forth in Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section 1.21(cand notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date31, [___], the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than [June 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, [___], the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iiic)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iiic)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale [___]-[_] Leases and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)[___]-[_] Vehicles.

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-F1, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Servicing Agreement or any sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Owner Trustee Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-A4, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Purchase, Sale and Servicing Agreement or any sub-servicing agreement, as the Owner Trustee case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. (a) On or before ninety (90) days after the end 1 December of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissioncalendar year, commencing with the fiscal year ended March 31st immediately following the Closing Datein 2006, the Administrator Servicing Function Participant shall: (i) deliver to the Issuer and Owner Trustee Manager a report (in form and substance reasonably satisfactory to the IssuerManager) regarding the Administrator’s Servicing Function Participant's assessment of compliance with the Servicing Criteria for which the Servicing Function Participant has agreed it is responsible during the immediately preceding reporting year, calendar year ended 30 September 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 Issuer and the Owner Trustee Manager and signed by an authorized authorised officer of the AdministratorServicing Function Participant, and shall address each of the such Servicing Criteria applicable specified on a certification substantially in the form of schedule 1 to this Agency Agreement, delivered to the Administrator;Manager concurrently with the execution of this Agency Agreement; and (ii) deliver to the Issuer and the Owner Trustee Manager a report of a registered public accounting firm reasonably acceptable to the Issuer Manager that attests to, and reports on, the assessment of compliance made by the Administrator Servicing Function Participant 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; and. (iiib) deliver Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 29.3 shall address each of the Issuer and the Owner Trustee and any other Person that will be Servicing Criteria for which such Subservicer has agreed it is responsible for signing the certification a Sarbanes Certification specified on behalf of an asset-backed issuer with respect to a securitization transaction a certification substantially in the form attached hereto of schedule 1 to this Agency Agreement, delivered to the Manager concurrently with the execution of this Agency Agreement or, in the case of a Subservicer, if any, subsequently appointed as Exhibit B. The Administrator acknowledges that such, on or prior to the parties identified in clause (a)(iii) above may rely on the certification date of such appointment. An assessment of compliance provided by the Administrator a Subcontractor pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will 29.3(a)(iii) need not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 address any elements of the Sale and Servicing Agreement will satisfy Criteria other than those specified by the Administrator’s obligations set forth in this Section 1.21(c).relevant Servicing Function Participant pursuant to clause 29.4. -------------------------------------------------------------------------------- Page 36 + AGENCY AGREEMENT ALLENS XXXXXX XXXXXXXX --------------------------------------------------------------------------------

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the NIM Insurer, if any, and the Depositor, a report on an assessment of compliance (90an “Assessment of Compliance”) days after with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file a be filed, the Master Servicer shall forward to the Trust Administrator, the NIM Insurer, if any, and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Form 10-K with Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Securities Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and Exchange Commissionthe Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, commencing with such parties will also at such time include the fiscal year ended March 31st immediately following the Closing Dateassessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, the Administrator shall: (i) deliver the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment nature of compliance any material instance of noncompliance with the Relevant Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administratoreach such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address each all of the Servicing Criteria applicable and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Administrator;Trust Administrator pursuant to this Section. Fremont 2006-E Pooling & Servicing Agreement In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (iib) deliver to By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Issuer Servicer, the Master Servicer and the Owner Trustee a report of Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm reasonably acceptable (which may also render other services to the Issuer Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that attests tois a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator, the NIM Insurer, if any, and reports onthe Depositor, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible standards for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided attestation engagements issued or adopted by the Administrator pursuant PCAOB, it is expressing an opinion as to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.12 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Sale Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement will satisfy or sub-servicing agreement, as the Administrator’s obligations set forth in case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 1.21(c3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (i) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (ii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (i) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall be addressed confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the Issuer requirements of this Section and notify the Owner Trustee and signed by an authorized officer Depositor of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;any exceptions. (ii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iiii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Custodian agrees to indemnify and hold harmless the Issuer Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, [___], the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end By March 15th of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissioncalendar year, commencing with the fiscal year ended March 31st immediately following the Closing Datein 2007, the Administrator Custodian shall, at its own expense: (ia) deliver cause a firm of independent public accountants (who may also render other services to Custodian), which is a member of the American Institute of Certified Public Accountants, to furnish to the Issuer Depositor, the Securities Administrator and Owner Trustee the Master Servicer a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting effect that such firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered Custodian pursuant to the preceding paragraph. Such attestation Section 3.10(b) below, which report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under standards for attestation engagements issued or adopted by the Securities Act and the Exchange Act; andPublic Company Accounting Oversight Board. (iiib) deliver to the Issuer Master Servicer, the Securities Administrator and the Owner Trustee Depositor a report regarding its assessment of compliance with the Servicing Criteria identified in Exhibit Five attached hereto, as of and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf period ending the end of an the fiscal year ending no later than December 31st of the year prior to the year of delivery of the report, with respect to asset-backed issuer security transactions taken as a whole in which the Custodian is performing all of the servicing criteria specified in Exhibit Five. Each such report shall include (i) a statement of the party’s responsibility for assessing compliance with respect the Servicing Criteria applicable to such party, (ii) a securitization transaction a certification in statement that such party used the form attached hereto as Exhibit B. The Administrator acknowledges that the parties criteria identified in clause Item 1122(d) of Regulation AB (a)(iii§ 229.1122(d)) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such assess compliance with the Commission. The Issuer will not request delivery applicable Servicing Criteria, (iii) disclosure of any material instance of noncompliance identified by such party, and (iv) a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file statement that a registered public accounting firm has issued an annual attestation report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s assessment of compliance with Section 3.12 of the Sale and applicable Servicing Agreement will satisfy Criteria, which report shall be delivered by the Administrator’s obligations set forth Custodian as provided in this Section 1.21(cparagraph 3.10(b). The Custodian has not and shall not engage any Subcontractor that is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, unless such Subcontractor provides, beginning March 15, 2007, and annually thereafter, a report regarding its assessment of compliance with the Servicing Criteria applicable to it and a statement of a registered public accounting firm certifying its compliance with the applicable servicing criteria in Item 1122(d) of Regulation AB.

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (90i) days after a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file be filed, the Master Servicer and the Trustee shall each forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Fremont 2006-B Pooling & Servicing Agreement Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Form 10assessment of compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-K with the Securities and Exchange Commissioncalendar day cure period) of each year, commencing with the fiscal year ended in March 31st immediately following the Closing Date2007, the Servicer, the Master Servicer and the Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator shall: and the Depositor, to the effect that (i) deliver it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Issuer and Owner Trustee a report (Relevant Servicing Criteria was fairly stated in form and substance reasonably satisfactory to the Issuer) all material respects, or it cannot express an overall opinion regarding the Administratorsuch party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be addressed submitted to the Issuer and Trust Administrator pursuant to this Section. Fremont 2006-B Pooling & Servicing Agreement In the Owner Trustee and signed by an authorized officer of event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and shall address each of the Servicing Criteria applicable duties under, or resigns pursuant to the Administrator; (ii) deliver to terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the Issuer and the Owner Trustee a report of case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (90i) days after a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file be filed, the Master Servicer and the Trustee shall each forward to the Trust Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant (provided, however, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servcier and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Form 10assessment of compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (b) By March 1 (with a ten-K with the Securities and Exchange Commissioncalendar day cure period) of each year, commencing with the fiscal year ended in March 31st immediately following the Closing Date2007, the Servicer, the Master Servicer and the Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator shall: and the Depositor, to the effect that (i) deliver it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Issuer and Owner Trustee a report (Relevant Servicing Criteria was fairly stated in form and substance reasonably satisfactory to the Issuer) all material respects, or it cannot express an overall opinion regarding the Administratorsuch party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be addressed submitted to the Issuer and Trust Administrator pursuant to this Section. In the Owner Trustee and signed by an authorized officer of event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and shall address each of the Servicing Criteria applicable duties under, or resigns pursuant to the Administrator; (ii) deliver to terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the Issuer and the Owner Trustee a report of case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation 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; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c3.23(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q or before ninety Exhibit R hereto, as applicable (90each, an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Seller and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee by such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF1, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Purchase, Sale and Servicing Agreement or any sub-servicing agreement, as the Owner Trustee case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2010, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2009, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iiic)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iiic)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale 2009-1 Leases and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)2009-1 Vehicles.

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 20[__], the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 9.12(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (i) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (ii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicer with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such Assessment of Compliance and Accountant’s Attestation, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. (i) On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2007, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than [May 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (a) By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Servicer, Master Servicer and the Trust Administrator, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the NIM Insurer, if any, and the Depositor, a report on an assessment of compliance (90an “Assessment of Compliance”) days after with the Relevant Servicing Criteria that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 4.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an Attestation Report on such party’s Assessment of Compliance with the Relevant Servicing Criteria as of and for such period. No later than the end of each fiscal year during for the Trust for which the Issuer a 10-K is required to file a be filed, the Master Servicer shall forward to the Trust Administrator, the NIM Insurer, if any, and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on Form 10-K with Assessment of Compliance prepared by such Servicing Function Participant (provided, however, that the Securities Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and Exchange Commissionthe Trust Administrator are the same Person). When the Master Servicer and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Trust Administrator, commencing with such parties will also at such time include the fiscal year ended March 31st immediately following the Closing Dateassessment and attestation pursuant to Section 3.23(b) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on Assessment of Compliance, the Administrator shall: (i) deliver the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator and any Servicing Function Participant engaged by such parties as to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment nature of compliance any material instance of noncompliance with the Relevant Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administratoreach such party, and (ii) the Trust Administrator shall confirm that the assessments, taken as a whole, address each all of the Servicing Criteria applicable and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit S and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. Fremont 2006-D Pooling & Servicing Agreement The Master Servicer shall include all annual reports on Assessment of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Administrator;Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on Assessment of Compliance pursuant to this Section 3.23(a), or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (iib) deliver to By March 1 (with a ten-calendar day cure period) of each year, commencing in March 2007, the Issuer Servicer, the Master Servicer and the Owner Trustee a report of Trust Administrator, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm reasonably acceptable (which may also render other services to the Issuer Master Servicer, the Trustee, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and that attests tois a member of the American Institute of Certified Public Accountants to furnish an attestation report (an “Attestation Report”) to the Trust Administrator, the NIM Insurer, if any, and reports onthe Depositor, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to the Issuer and the Owner Trustee and any other Person that will be responsible standards for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided attestation engagements issued or adopted by the Administrator pursuant PCAOB, it is expressing an opinion as to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s Assessment of Compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such Assessment of Compliance and Attestation Report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.12 3.23(a) is coupled with an attestation meeting the requirements of this Section and notify the Sale Depositor of any exceptions. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement will satisfy or sub-servicing agreement, as the Administrator’s obligations set forth in case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 1.21(c3.23(b)., or such other applicable agreement, notwithstanding any such termination, assignment or resignation. Fremont 2006-D Pooling & Servicing Agreement

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing Date[_____], the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than March 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, 2008, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s 's compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s 's obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 20[_], the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2007, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit B hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. A. The Administrator acknowledges that the parties identified in clause (a)(iiic)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iiic)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale 2007-1 Leases and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)2007-1 Vehicles.

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the NIMS Insurer, if any, and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator and the NIMS Insurer, if any, the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2008, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator, the NIMS Insurer, if any, and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-AF2, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Purchase, Sale and Servicing Agreement or any sub-servicing agreement, as the Owner Trustee case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-A1, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Servicing Agreement or any sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Owner Trustee Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 2006, the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than March 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90i) days after By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall furnish, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria substantially in the form of Exhibit O (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Trust Administrator, such parties will also at such time include the Assessment of Compliance (and Accountant’s Attestation pursuant to Section 3.22(b)(i)) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian, any Additional Servicer and Exchange Commission, commencing any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by each such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit W and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. (i) deliver By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer Master Servicer, each Additional Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) and Owner Trustee that is a member of the American Institute of Certified Public Accountants to furnish a report (in form and substance reasonably satisfactory to the IssuerTrust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Trust Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of a registered public accounting firm reasonably acceptable Servicing Agreement. The Master Servicer shall include each such attestation with its own attestation to be submitted to the Issuer that attests to, and reports on, the assessment of compliance made by the Trust Administrator and delivered pursuant to this Section. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor or the Trust Administrator within the meaning of Regulation S-X under the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iv) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Seller and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee by such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90a) days after Not later than March 1st for each calendar year (other than the end of each fiscal calendar year during which the Issuer Closing Date occurs) the Servicer at its own expense, shall furnish, and shall cause any Subservicer or Subcontractor engaged by it to furnish (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such compliance statement is not required for the Subcontractor) to file a report on Form 10-K with the Master Servicer, the Securities Administrator and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date, the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s Depositor an officer's assessment of its compliance with the Servicing Criteria applicable to each such party set forth in Exhibit Y (the "Relevant Servicing Criteria") during the immediately preceding reporting year, calendar year as required under by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report AB (the "Assessment of Compliance"), which assessment (a form of which is attached hereto as Exhibit X) shall contain (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the most recent Form 10-K required to be filed in connection with the Xxxxxxx Xxxxx Mortgage Backed Securities Trust, Series 2007-3, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, which assessment shall be addressed based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party that are backed by the Issuer and same asset type as the Owner Trustee and signed by an authorized officer of the AdministratorMortgage Loans, and shall address each of the Servicing Criteria applicable to the Administrator; (iiD) deliver to the Issuer and the Owner Trustee a report of statement that a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the has issued an attestation report on such party's assessment of compliance made with the Relevant Servicing Criteria as of and for such period. (b) Not later than March 1st for each calendar year (other than the calendar year during which the Closing Date occurs) the Servicer at its own expense, shall cause, and shall cause any Subservicer or Subcontractor engaged by it to cause (unless in the case of a Subcontractor, the Servicer has notified the Depositor and the Master Servicer in writing that such report is not required for the Subcontractor) a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Master Servicer or any affiliate thereof) which is a member of the American Institute of Certified Public Accountants to furnish a report (the "Accountant's Attestation") to the Master Servicer, the Securities Administrator and the Depositor to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Administrator and delivered pursuant Public Servicer Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the preceding paragraphRelevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such attestation report must be available for general use and not contain restricted use language. Such Accountant's 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; and (iii) deliver . In the event the Servicer or any Subservicer or Subcontractor engaged by the Servicer is terminated, assigns its rights and duties under, or resigns pursuant to the Issuer terms of, this Assignment, the Servicing Agreement or any sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 7A.05(b), or such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before March 1 of each calendar year, commencing in 2008, the Servicer shall deliver, and cause each Subservicer and Subcontractor to provide, to the Owner Trustee Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a "Sarbanes Certification Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification certification, signed by the appropriate officer of the Servicer, in the form attached hereto as Exhibit B. Z. The Administrator Servicer acknowledges that the parties identified in clause (a)(iii) above the paragraph immediately preceding this may rely on the certification provided by the Administrator Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery . (c) Notwithstanding the foregoing provisions of Section 7A.05, (i) in the event that during any calendar year (or applicable portion thereof) the Company services 5% or less of the mortgage loans in a certification under clause Securitization Transaction, as calculated by the Master Servicer for such Securitization Transaction, or (a)(iiiii) above unless the Depositor is required under the Exchange Act to file in any calendar year in which an annual report on Form 10-K is not required to be filed with respect to an issuing entity whose asset pool includes or Securitization Transaction, then, in each such event, the ReceivablesCompany may, in lieu of providing an assessment of compliance and attestation thereon in accordance with Item 1122 of Regulation AB, provide (and cause each Subservicer and Subcontractor described in the third paragraph of clause (b) above to provide) to the Depositor and the Master Servicer for such Securitization Transaction, by not later than March 1 of such calendar year, an Annual Independent Public Accountants' Servicing Report. If the Administrator is Company provides an Annual Independent Public Accountants' Servicing Report pursuant to this subsection (c), then the same party as certification required to be delivered by the Servicer, such party’s compliance with Section 3.12 Company (and its Subservicers and Subcontractors) pursuant to the third paragraph of clause (b) above shall be in the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).form of Exhibit Z-2 attached hereto instead of Exhibit Z.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, 20[__], the Owner Trust Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s 's assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commissionyear, commencing with the fiscal year ended March 31st immediately following the Closing DateDecember 31, [___], the Owner Trust Administrator shallshall : (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Owner Trust Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Owner Trust Administrator, and shall address each of the Servicing Criteria applicable specified on a certification substantially in the form of Exhibit C hereto delivered to the AdministratorIssuer concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Owner Trust 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; and (iii) if requested by the Issuer not later than [March 1] of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Owner Trust Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Owner Trust Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

Report on Assessment of Compliance and Attestation. On (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or before ninety otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator, the Certificate Insurer and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria in the form of Exhibit Q hereto, (90an “Assessment of Compliance”) days after that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 3.22, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (ii) No later than the end of each fiscal year during for the Trust Fund for which the Issuer is required to file a report on Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Trust Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided, that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are the same Person). When each of the Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, each such party will also at such time include the Assessment of Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each Servicing Function Participant engaged by it. (iii) Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Securities Master Servicer, the Trust Administrator, the Custodian and Exchange Commission, commencing any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the fiscal year ended March 31st immediately following Relevant Servicing Criteria by such party, and (B) the Closing DateTrust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in the Servicing Agreement in respect of the Servicer and notify the Depositor of any exceptions. (iv) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicer with its own Assessment of Compliance to be submitted to the Trust Administrator shall:pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) deliver By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Issuer and Owner Trustee Master Servicer, the Custodian, the Trust Administrator, or such Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report (in form and substance reasonably satisfactory to the IssuerTrust Administrator, the Certificate Insurer and the Depositor (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the Administratormanagement of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and (B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria during Criteria. In the immediately preceding reporting yearevent that an overall opinion cannot be expressed, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABsuch registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report shall must be addressed to the Issuer available for general use and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;not contain restricted use language. (ii) Promptly after receipt of each such Assessment of Compliance and Accountant’s Attestation the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Issuer Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Owner Trustee a report of Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicer with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, the Servicer or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the Administrator and delivered provide an attestation pursuant to this Section 3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) The Master Servicer agrees to indemnify and hold harmless each of the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Depositor and 2-02(g) each Person, if any, who “controls” the Depositor within the meaning of Regulation S-X under the Securities Act and its respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (A) the Exchange Act; andfailure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.22(a)(i). (d) Each of the Issuer parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Owner Trustee and any other Person Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be responsible for signing supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the certification a Sarbanes Certification on behalf of an asset-backed issuer with securities markets, advice of counsel, or otherwise in respect to a securitization transaction a certification in of the form attached hereto as Exhibit B. The Administrator acknowledges that requirements of Regulation AB and the parties identified shall comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee resulting from such request provided that such request results in clause (a)(iii) above may rely on the certification provided extraordinary expenses), with requests made by the Administrator pursuant Transferor or the Depositor for delivery of additional or different information as the Transferor or the Depositor may determine in good faith is necessary to such clause in signing a Sarbanes Certification and filing such comply with the Commission. The Issuer will not request delivery provisions of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c)Regulation AB.

Report on Assessment of Compliance and Attestation. On or before ninety (90) 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31st immediately following the Closing Date31, [___], the Administrator shall: (i) deliver to the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding reporting 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 Issuer and the Owner Trustee and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable specified in Exhibit C hereto delivered to the AdministratorIssuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to, and reports on, the assessment of compliance made by the 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; and (iii) if requested by the Issuer not later than May 1 of the calendar year in which such certification is to be delivered, deliver to the Issuer and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B. The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).