Common use of Report on Attestation of Compliance with Relevant Servicing Criteria Clause in Contracts

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st of each calendar year, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 2007, the Servicer2008, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportreport as well as the assessment of compliance and attestation report provided the Depositor under the Servicing Agreements, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23the applicable Servicing Agreement, and in such form and substance as may be required by this the applicable Servicing Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. On or before March 10th of each calendar year, commencing in March 2007, the Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer 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 to the Securities Administrator, 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. A copy of any report delivered to the Securities Administrator under this paragraph shall be promply delivered by the Securities Administrator to the Depositor, provided that, in no event shall the Depositor receive any such report later than March 15th of such calendar year. Promptly after receipt of each such assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such the Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. On or before March 10th of each calendar year, commencing in March 2007, the Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer 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 to the Securities Administrator, 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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. A copy of any report delivered to the Securities Administrator under this paragraph shall be promptly delivered by the Securities Administrator to the Depositor, provided that, in no event shall the Depositor receive any such report later than March 15th of such calendar year. Promptly after receipt of each such assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such the Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2007, the Servicer2008, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportreport as well as the assessment of compliance and attestation report provided the Depositor under the Servicing Agreements, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer Securities Administrator an attestation within the time frame frames set forth in this Section 3.23the related Servicing Agreement, and in such form and substance as may be required by this the related Servicing Agreement. If the Master Servicer and the Securities Administrator are different Persons, the Master Servicer will promptly forward any attestation it receives from any Servicer to the Securities Administrator. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 20072008, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportPrior to executing any Form 10-K, the Securities Administrator Master Servicer shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor Servicing Function Participant engaged by such Servicer) to cause to be delivered to the Master Servicer delivery of an attestation within the time frame set forth and to the parties indicated in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before [March 1st 1st] of each calendar year, commencing in beginning with [March 20071], 20[ ], the ServicerServicer shall, the Master Servicer, the Securities 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 firm of independent public accounting firm accountants (which who may also render other services to the Servicer), the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that which is a member of the American Institute of Certified Public Accountants Accountants, to furnish an attestation report to the Master Servicer, the Securities Administrator and the Depositor, Depositor (i) year-end audited (if available) financial statements of the Servicer and (ii) a report to the effect that (i) it has obtained a representation regarding certain matters from such firm that attests to, and reports on, the management of assessment made by such partyasserting party pursuant to Section 3.22 above, 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 report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing CriteriaPCAOB. In addition, on or before March [1st] of each calendar year, beginning with [March 1], 20[ ], the event that an overall opinion cannot be expressedServicer shall, such registered public accounting firm shall state at its own expense, furnish to the Master Servicer a report meeting the requirements of clause (ii) above regarding the attestation of any Subservicer or Subcontractor which is a Servicing Function Participant (each, without respect to any threshold limitations in such report why it was unable Instruction 2. to express such an opinion. Such report must be available for general use and not contain restricted use languageItem 1122 of Regulation AB). Promptly after receipt of such report from the Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties, (i) 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 assessment of compliance party’s obligations hereunder or under any other applicable agreement, and attestation report, (ii) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation None of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, the Custodian Trustee or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such reports until [April 15] in any such party, given year so long as it has received written confirmation from the Depositor that a Form 10-K is terminated, assigns its rights and duties under, or resigns pursuant not required to be filed in respect of the terms of, this Agreement or any other applicable agreement, as Trust for the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.23, or to such other applicable agreement, notwithstanding any such termination, assignment or resignationpreceding fiscal year.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportreport as well as the assessment of compliance and attestation report provided the Depositor under the Servicing Agreements, the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.233.04, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportPrior to executing any Form 10-K, the Securities Administrator Master Servicer shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame frames set forth in this Section 3.23the related Servicing Agreements, and in such form and substance as may be required by this Agreementthe related Servicing Agreements. The Master Servicer will promptly forward any attestation it receives on behalf of any Servicer to the Securities Administrator. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 20072008, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor Servicing Function Participant engaged by such the Servicer) to cause to be delivered to the Master Servicer Securities Administrator an attestation within the time frame set forth and to the parties indicated in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. The Custodian shall only be required to cause a registered public accounting firm to provide an attestation report as set forth herein for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar year, commencing in March 2007, the Servicer, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 Securities Administrator and the Depositor, to the effect that (i) it has obtained a representation regarding certain matters from such firm attests to, and reports on, the management of assessment made by such partyasserting party pursuant to Section 3.22 above, 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 reports shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.22 is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor Servicing Function Participant engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame set forth in this Section 3.23, and in such form and substance as may be required by this Agreement. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable 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, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2007, the Servicer2008, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. 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 reportPrior to executing any Form 10-K, the Securities Administrator Master Servicer shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame frames set forth in this Section 3.23the related Servicing Agreements, and in such form and substance as may be required by this Agreementthe related Servicing Agreements. The Master Servicer will promptly forward any attestation it receives on behalf of any Servicer to the Securities Administrator. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.

Report on Attestation of Compliance with Relevant Servicing Criteria. On or before March 1st 15th of each calendar yearyear for so long as the Depositor is required to file reports with respect to the Trust under the Exchange Act, commencing in March 2007, the Servicer2008, the Master Servicer, the Securities 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 Servicer, the Master Servicer, the Securities Administrator, the Custodian 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 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 Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s 's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s 's assessment of compliance with the Relevant Servicing Criteria. 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 reportPrior to executing any Form 10-K, the Securities Administrator Master Servicer shall confirm that each assessment submitted pursuant to Section 3.22 3.03 and the Servicing Agreements is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall enforce any obligation of the each Servicer (and the Servicer shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by such Servicer) to cause to be delivered to the Master Servicer an attestation within the time frame frames set forth in this Section 3.23the related Servicing Agreements, and in such form and substance as may be required by this Agreementthe related Servicing Agreements. The Master Servicer will promptly forward any attestation it receives on behalf of any Servicer to the Securities Administrator. In the event the Servicer, the Master Servicer, the Securities Administrator, 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 other applicable agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.233.04, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation.